ABBOTT LABORATORIES, S-8, 1998-12-23

ABBOTT LABORATORIES
S-8, 1998-12-23
PHARMACEUTICAL PREPARATIONS

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Registration No. 333-
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------------------

ABBOTT LABORATORIES
(Exact name of registrant as specified in its charter)

Illinois 36-0698440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Abbott Laboratories 60064-3500
100 Abbott Park Road (Zip Code)
Abbott Park, Illinois
(Address of Principal Executive Offices)

ABBOTT LABORATORIES STOCK RETIREMENT PROGRAM

(Full Title of the Plan)
------------------------

Jose M. de Lasa
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-3500
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (847) 937-5200

------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Unit (a) Price (a) Fee (a)

<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
Common shares 9,250,000 $47.35 $437,987,500 $121,761
(without par value)
- -------------------------------------------------------------------------------------------------
</TABLE>

(a) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan named herein. The
filing fee has been calculated in accordance with Rule 457(c)

Page 1 of 7
<PAGE>

based on the average of the high and low prices of registrant's Common
Shares reported in the consolidated reporting system on December 18, 1998.

The contents of Abbott Laboratories Stock Retirement Plan Registration Statement
on Form S-8 (File no. 333-43383) are incorporated herein by reference.

Exhibit Index
Located at Page 7

Page 2 of 7
<PAGE>

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in unincorporated Lake County, and State of Illinois, on
December 23, 1998.

ABBOTT LABORATORIES

By: /s/ Duane L. Burnham
---------------------------------
Duane L. Burnham,
Chairman of the Board and
Chief Executive Officer

Exhibit Index
Located at Page 7

Page 3 of 7
<PAGE>

Each person whose signature appears below constitutes and appoints Duane L.
Burnham and Jose M. de Lasa, Esq., and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this registration statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- ---------- ----- -------------------
<S> <C> <C>
/s/ Duane L. Burnham Chairman of the Board, December 23, 1998
- ----------------------- Chief Executive Officer,
Duane L. Burnham and Director of
Abbott Laboratories

/s/ K. Frank Austen Director of Abbott December 23, 1998
- ----------------------- Laboratories
K. Frank Austen, M.D.

/s/ H. Laurance Fuller Director of Abbott December 23, 1998
- ----------------------- Laboratories
H. Laurance Fuller

/s/ Thomas R. Hodgson President, Chief Operating Officer, December 23, 1998
- ----------------------- and Director of Abbott Laboratories
Thomas R. Hodgson

/s/ David A. Jones Director of Abbott December 23, 1998
- ----------------------- Laboratories
David A. Jones

/s/ David A. L. Owen Director of Abbott December 23, 1998
- ----------------------- Laboratories
David A. L. Owen

/s/ Robert L. Parkinson Executive Vice President and December 23, 1998
- ----------------------- Director of Abbott Laboratories
Robert L. Parkinson, Jr.

/s/ Boone Powell Director of Abbott December 23, 1998
- ----------------------- Laboratories
Boone Powell, Jr.

/s/ A. Barry Rand Director of Abbott December 23, 1998
- ----------------------- Laboratories
A. Barry Rand

/s/ W. Ann Reynolds Director of Abbott December 23, 1998
- ----------------------- Laboratories
W. Ann Reynolds
</TABLE>

Exhibit Index
Located at Page 7

Page 4 of 7
<PAGE>

<S> <C> <C>
/s/ Roy S. Roberts Director of Abbott December 23, 1998
- ----------------------- Laboratories
Roy S. Roberts

/s/ William D. Smithburg Director of Abbott December 23, 1998
- ----------------------- Laboratories
William D. Smithburg

/s/ John R. Walter Director of Abbott December 23, 1998
- ----------------------- Laboratories
John R. Walter

/s/ William L. Weiss Director of Abbott December 23, 1998
- ----------------------- Laboratories
William L. Weiss

/s/ Miles D. White Executive Vice President and December 23, 1998
- ----------------------- Director of Abbott Laboratories
Miles D. White

/s/ Gary P. Coughlan Senior Vice President, Finance and December 23, 1998
- ----------------------- Chief Financial Officer (Principal
Gary P. Coughlan Financial Officer) of Abbott
Laboratories

/s/ Theodore A. Olson Vice President and December 23, 1998
- ----------------------- Controller (Principal
Theodore A. Olson Accounting Officer)
of Abbott Laboratories
</TABLE>

Exhibit Index
Located at Page 7

Page 5 of 7
<PAGE>

THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Abbott Laboratories Stock Retirement Program has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in unincorporated Lake County, and State of Illinois, on the 23rd
day of December, 1998.

ABBOTT LABORATORIES STOCK
RETIREMENT PROGRAM

By /s/ Ellen M. Walvoord
-------------------------------------
Ellen M. Walvoord, Plan Administrator

Exhibit Index
Located at Page 7

Page 6 of 7

<PAGE>

EXHIBIT INDEX

Exhibit No. Description
----------- -----------

4 Abbott Laboratories Stock Retirement Program.

5 Opinion of Jose M. de Lasa, as to the
legality of the securities being issued
and the compliance of the Program
with the requirements of ERISA.

23.1 Consent of counsel, Jose M. de
Lasa, is included in his opinion.

23.2 Consent of Arthur Andersen LLP
as to the use of their report and
references to their firm.

24 Power of Attorney is included on the signature page.

Page 7 of 7

<PAGE>

ABBOTT LABORATORIES STOCK RETIREMENT PROGRAM

PREAMBLE

(As Amended and Restated Effective January 1, 1996
and as further amended thru the 1st Amendment
effective January 1, 1997)

<PAGE>

ABBOTT LABORATORIES STOCK RETIREMENT PROGRAM

PREAMBLE

1.1 PURPOSE. This document amends and restates the provisions of the
Abbott Laboratories Stock Retirement Plan (the "Program"), effective as of
January 1, 1996. Effective January 1, 1996, the Program shall be known as
the Abbott Laboratories Stock Retirement Program. The Program consists of
this Preamble and two parts, Part A titled "Abbott Laboratories Stock
Retirement Plan" and Part B titled "Abbott Laboratories Stock Retirement Plan
(Puerto Rico)". Part A shall be funded by a trust known as "Abbott
Laboratories Stock Retirement Trust" and Part B shall be funded by a separate
trust known as "Abbott Laboratories Stock Retirement Trust (Puerto Rico)".
Part A and its related trust are intended to qualify as a profit sharing plan
and trust under Sections 401(a) and 501(a) of the United States Internal
Revenue Code of 1986, as amended (the "U.S. Code"), the cash or deferred
arrangement forming a part of Part A is intended to qualify under Section
401(k) of the U.S. Code, and the provisions of Part A and its related trust
shall be construed and applied accordingly. Part B, the cash or deferred
arrangement forming a part of Part B, and its related trust are intended to
qualify as a profit sharing plan and trust under Sections 1165(a) and (e) of
the Puerto Rico Internal Revenue Code of 1994 (the "PR Code"), and the
provisions of Part B and its related trust shall be construed and applied
accordingly.

1.2 HISTORY OF THE PROGRAM. The Program was originally established
by Abbott Laboratories (the "Corporation"), effective July 9, 1951, to
facilitate the retirement of eligible participating employees by providing
benefits which reenforce those available to such employees under the Abbott
Laboratories Annuity Retirement Plan and other Abbott Laboratories retirement
benefits.

The Program provides an arrangement by which employees may invest in
stock of the Corporation ("Company Stock") by contributing to the applicable
trust under Part A or Part B and by which the Corporation and its affiliates
will encourage such investment by also making contributions to such trusts.
Contributions received by the trusts from Participants and Employers have
been applied by the trustees thereof to acquire, and hold, shares of Company
stock for the benefit of Participants in the Program.

Part A as in effect on January 1, 1996 applies to "Eligible Employees"
of the Corporation and of certain of its Subsidiaries and Divisions, as
provided for in Part A. Part B as in effect on January 1, 1996 applies to
"Eligible Employees" of certain Subsidiaries of the Corporation as provided
for in Part B.

1.3 RIGHTS UNDER PRIOR PLAN. Except as otherwise specifically
provided, the benefits provided under the Program for any Participant who
retired or whose employment with the Employers otherwise terminated prior to
January 1, 1996 shall be governed in all respects by the terms of the Program
as in effect on the date of his or her retirement or other termination of
employment.

1.4 EMPLOYER CONTRIBUTIONS. For each Plan Year, beginning with the
Plan Year ending December 31, 1997, the Employers participating under Part A
or Part B shall make Employer contributions to the trust for Part A or
Part B, as applicable, for the benefit of each

<PAGE>

Participant who is an Eligible Employee under such part at any time during
the Plan Year and on whose behalf Basic Contributions have been made at any
time during the Plan Year. The aggregate amount of Employer Contributions
made by the Employers to the Program for the Plan Year shall be determined
from time to time by the Board of Directors of the Corporation; provided,
however, that the amount of such Employer Contributions shall not exceed 7.5%
of the total dividends declared by the Corporation in that Plan Year on
issued and outstanding shares of Company Stock (exclusive of dividends
declared in that Plan Year on shares of the Company Stock issued for purposes
of an acquisition or merger where employees of the acquired or merged company
are not included in the Program) regardless of whether the dividends are
payable in that Plan Year.

For each Plan Year, the Corporation shall allocate the aggregate Employer
Contributions to the Program between Part A and Part B in the proportion and
amounts necessary for the Point Value under Part A (as defined in Section
15.37 of Part A) to have the same dollar value as the Point Value under Part
B (as defined in Section 14.36 of Part B).

1.5 DEFINITIONS. Except where otherwise noted, words and phrases
used in this Preamble shall have the same meaning as the meanings assigned
such words and phrases under Part A and Part B.

1.6 AMENDMENT AND TERMINATION. The Corporation reserves the power to
amend this Preamble from time to time, to any extent and in any manner that
it may deem advisable. All major amendments and all decisions or amendments
which are reasonably expected to have the effect of suspending or terminating
Employer contributions or suspending or terminating payment of benefits to
Participants or Beneficiaries, or terminating the Program shall be made by
the Board of Directors of the Corporation. All other amendments shall be
made by the Board of Review. For purposes of the foregoing, the term "major
amendment" shall have the same meaning as the meaning given that phrase in
Part A. Part A and Part B may be amended and terminated as provided therein.
This Preamble shall terminate upon termination of both Part A and Part B.

<PAGE>

ABBOTT LABORATORIES STOCK RETIREMENT PROGRAM

PART A

ABBOTT LABORATORIES STOCK
RETIREMENT PLAN

(As Amended and Restated Effective January 1, 1996
and as further amended thru the 4th Amendment
effective January 1, 1997)

<PAGE>

TABLE OF CONTENTS

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<S> <C>
ARTICLE 1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.1. PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2. HISTORY OF THE PRIOR PLAN. . . . . . . . . . . . . . . . . . . . . . . .1
1.3. RIGHTS UNDER PRIOR PLAN. . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE 2. PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
2.1. DATE OF PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . .2
2.2. ENROLLMENT OF PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . . .2
2.3. REEMPLOYMENT OF PARTICIPANT. . . . . . . . . . . . . . . . . . . . . . .2
2.4. DURATION OF PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . .3
2.5. PARTICIPANT RESTRICTED DUE TO CONFLICT OF INTEREST . . . . . . . . . . .3
2.6. PARTICIPATION BY ADDITIONAL PARTICIPATING EMPLOYERS. . . . . . . . . . .4
2.7. SECURITIES LAW RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . .5

ARTICLE 3. CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
3.1. PARTICIPANT CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . .5
3.2. BASIC CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .5
3.3. SUPPLEMENTAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . .6
3.4. CONTRIBUTION AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . .6
3.5. EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . .6
3.6. QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . .8
3.7. TIME FOR MAKING AND CREDITING OF CONTRIBUTIONS . . . . . . . . . . . . .8
3.8. CERTAIN LIMITS APPLY . . . . . . . . . . . . . . . . . . . . . . . . . .9
3.9. RETURN OF CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . .9
3.10. SPECIAL LIMITS FOR CORPORATE OFFICERS. . . . . . . . . . . . . . . . . .9

ARTICLE 4. PARTICIPANT ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.1. ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.2. ADJUSTMENT OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE 5. INVESTMENT OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . 10
5.1. COMPANY STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.2. SRP STABLE VALUE FUND. . . . . . . . . . . . . . . . . . . . . . . . . 10
5.3. OTHER INVESTMENT FUNDS . . . . . . . . . . . . . . . . . . . . . . . . 11
5.4. TRANSFER RESTRICTIONS APPLICABLE TO COMPANY STOCK HELD IN
SUPPLEMENTAL CONTRIBUTION ACCOUNTS AS OF DECEMBER 31, 1995 . . . . . . 11
5.5. TRANSFER RESTRICTIONS APPLICABLE TO SUPPLEMENTAL CONTRIBUTION
ACCOUNTS INVESTED IN THE FIXED INCOME OPTION OR THE GUARANTEED
INCOME OPTION AS OF DECEMBER 31, 1995. . . . . . . . . . . . . . . . . 12
5.6. PRE-RETIREMENT FEATURE FOR REINVESTMENT OF COMPANY STOCK . . . . . . . 12
5.7. INVESTMENT ELECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.8. DEFAULT INVESTMENT FUND. . . . . . . . . . . . . . . . . . . . . . . . 14
5.9. PARTICIPANT DIRECTION OF INVESTMENTS . . . . . . . . . . . . . . . . . 14
5.10. DIVIDENDS ON COMPANY STOCK . . . . . . . . . . . . . . . . . . . . . . 14
5.11. INVESTMENT OPTIONS FOR FORMER M&R EMPLOYEES. . . . . . . . . . . . . . 15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ARTICLE 6. WITHDRAWALS PRIOR TO SEPARATION FROM SERVICE. . . . . . . . . . . . . . 15
6.1. INSERVICE WITHDRAWALS OF AFTER-TAX CONTRIBUTIONS . . . . . . . . . . . 15
6.2. INSERVICE WITHDRAWALS OF CERTAIN ROLLOVER CONTRIBUTIONS. . . . . . . . 18
6.3. WITHDRAWALS AT AGE 59-1/2 FROM A MEDISENSE TRANSFER CONTRIBUTION
ACCOUNT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.4. REQUIRED DISTRIBUTIONS AFTER AGE 70. . . . . . . . . . . . . . . . . . 19
6.5. DISTRIBUTIONS REQUIRED BY A QUALIFIED DOMESTIC RELATIONS ORDER . . . . 19
6.6. PARTICIPANT'S CONSENT TO DISTRIBUTION OF BENEFITS AND DIRECT
ROLLOVER NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE 7. LOANS TO PARTICIPANTS. . . . . . . . . . . . . . . . . . . . . . . . . 20
7.1. IN GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.2. RULES AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.3. MAXIMUM AMOUNT OF LOAN . . . . . . . . . . . . . . . . . . . . . . . . 20
7.4. MINIMUM AMOUNT OF LOAN; NUMBER OF LOANS; FREQUENCY OF LOANS; FEES
FOR LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.5. NOTE; SECURITY; INTEREST . . . . . . . . . . . . . . . . . . . . . . . 21
7.6. REPAYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.7. REPAYMENT UPON DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . 21
7.8. DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.9. NONDISCRIMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.10. SOURCE OF LOAN PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . 22
7.11. REINVESTMENT OF LOAN REPAYMENTS. . . . . . . . . . . . . . . . . . . . 22

ARTICLE 8. BENEFITS UPON RETIREMENT, DEATH OR
SEPARATION FROM SERVICE . . . . . . . . . . . . . . . . . . . . . . . 23
8.1. RETIREMENT OR SEPARATION FROM SERVICE FOR REASONS OTHER THAN DEATH . . 23
8.2. TIME OF DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . 23
8.3. AMOUNT AND MANNER OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . 24
8.4. DISTRIBUTIONS AFTER A PARTICIPANT'S DEATH. . . . . . . . . . . . . . . 26
8.5. DESIGNATION OF BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE 9. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.1. BOARD OF REVIEW. . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.2. ADMINISTRATOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.3. POWERS OF ADMINISTRATOR. . . . . . . . . . . . . . . . . . . . . . . . 28
9.4. NONDISCRIMINATORY EXERCISE OF AUTHORITY. . . . . . . . . . . . . . . . 29
9.5. RELIANCE ON TABLES, ETC. . . . . . . . . . . . . . . . . . . . . . . . 29
9.6. CLAIMS AND REVIEW PROCEDURES . . . . . . . . . . . . . . . . . . . . . 29
9.7. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.8. EXPENSES AND COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . 29
9.9. NOTICES; PARTICIPANT INFORMATION . . . . . . . . . . . . . . . . . . . 30

ARTICLE 10. AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . 30
10.1. AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
10.2. TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
10.3. DISTRIBUTIONS UPON TERMINATION OF THE PLAN . . . . . . . . . . . . . . 31
10.4. MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS . . . . . . . 31
</TABLE>
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<TABLE>
<CAPTION>
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ARTICLE 11. LIMITS ON CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . 31
11.1. CODE SECTION 404 LIMITS. . . . . . . . . . . . . . . . . . . . . . . . 31
11.2. CODE SECTION 415 LIMITS. . . . . . . . . . . . . . . . . . . . . . . . 31
11.3. CODE SECTION 402(G) LIMITS . . . . . . . . . . . . . . . . . . . . . . 33
11.4. CODE SECTION 401(K)(3) LIMITS. . . . . . . . . . . . . . . . . . . . . 33
11.5. CODE SECTION 401(M) LIMITS . . . . . . . . . . . . . . . . . . . . . . 36
11.6 AGGREGATION RULES. . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE 12. ROLLOVER AND TRANSFER CONTRIBUTIONS . . . . . . . . . . . . . . . . . 39
12.1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
12.2. TRANSFER OF AMOUNT DISTRIBUTED FROM A ROLLOVER IRA . . . . . . . . . . 39
12.3. MONITORING OF ROLLOVERS. . . . . . . . . . . . . . . . . . . . . . . . 40
12.4. TRANSFER CONTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . 40
12.5. TREATMENT OF TRANSFERRED AMOUNT UNDER THE PLAN . . . . . . . . . . . . 40

ARTICLE 13. SPECIAL TOP-HEAVY PROVISIONS. . . . . . . . . . . . . . . . . . . . . 40
13.1. PROVISIONS TO APPLY. . . . . . . . . . . . . . . . . . . . . . . . . . 40
13.2. MINIMUM CONTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . 40
13.3. SPECIAL VESTING SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . 41
13.4. ADJUSTMENT TO LIMITATION ON BENEFITS . . . . . . . . . . . . . . . . . 42
13.5. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.6. SEPARATE TOP HEAVY DETERMINATIONS FOR SUBSIDIARIES . . . . . . . . . . 43

ARTICLE 14. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.1. EXCLUSIVE BENEFIT RULE . . . . . . . . . . . . . . . . . . . . . . . . 43
14.2. LIMITATION OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.3. NONALIENABILITY OF BENEFITS. . . . . . . . . . . . . . . . . . . . . . 44
14.4. CHANGES IN VESTING SCHEDULE. . . . . . . . . . . . . . . . . . . . . . 44
14.5. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE 15. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
15.1. "Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
15.2. "Administrator". . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
15.3. "Affiliated Corporation" . . . . . . . . . . . . . . . . . . . . . . . 44
15.4. "Annuity Starting Date". . . . . . . . . . . . . . . . . . . . . . . . 45
15.5. "After-Tax Contribution Account. . . . . . . . . . . . . . . . . . . . 45
15.6. "Alternate Payee". . . . . . . . . . . . . . . . . . . . . . . . . . . 45
15.7. "Basic After-Tax Contribution" . . . . . . . . . . . . . . . . . . . . 45
15.8. "Basic After-Tax Contribution Account" . . . . . . . . . . . . . . . . 45
15.9. "Basic Contribution" . . . . . . . . . . . . . . . . . . . . . . . . . 45
15.10. "Basic Pre-Tax Contribution" . . . . . . . . . . . . . . . . . . . . . 45
15.11. "Basic Pre-Tax Contribution Account" . . . . . . . . . . . . . . . . . 45
15.12. "Beneficiary". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
15.13. "Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . 45
15.14. "Board of Review". . . . . . . . . . . . . . . . . . . . . . . . . . . 45
15.15. "Break Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
15.16. "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
15.17. "Company Stock". . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
15.18. "Compensation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
15.19. "Contribution Agreement" . . . . . . . . . . . . . . . . . . . . . . . 47
15.20. "Corporation". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
15.21. "Co-Trustees". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
15.22. "Division" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
15.23 "Eligible Employee". . . . . . . . . . . . . . . . . . . . . . . . . . 47
15.24. "Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
15.25. "Employer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
15.26. "Employer Contributions" . . . . . . . . . . . . . . . . . . . . . . . 48
15.27. "Employer Contribution Account". . . . . . . . . . . . . . . . . . . . 48
15.28. "Entry Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
15.29. "ERISA". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
15.30. "Highly Compensated Employee". . . . . . . . . . . . . . . . . . . . . 49
15.31. "Hour of Service". . . . . . . . . . . . . . . . . . . . . . . . . . . 49
15.32. "Investment Fund". . . . . . . . . . . . . . . . . . . . . . . . . . . 49
15.33. "Participant". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
15.34. "Period of Credited Service" . . . . . . . . . . . . . . . . . . . . . 49
15.35. "Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
15.36. "Plan Year". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
15.37. "Point Value". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
15.38. "Pre-Tax Contribution Account" . . . . . . . . . . . . . . . . . . . . 51
15.39. "Pre-Tax Contributions". . . . . . . . . . . . . . . . . . . . . . . . 51
15.40. "Prior Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
15.41. "Qualified Domestic Relations Order" . . . . . . . . . . . . . . . . . 51
15.42. "Qualified Nonelective Employer Contribution". . . . . . . . . . . . . 51
15.43. "Regulation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
15.44. "Retirement Program" . . . . . . . . . . . . . . . . . . . . . . . . . 52
15.45. "Rollover Contribution Account". . . . . . . . . . . . . . . . . . . . 52
15.46. "Rollover Contribution". . . . . . . . . . . . . . . . . . . . . . . . 52
15.47. "Section". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
15.48. "SRP Stable Value Fund". . . . . . . . . . . . . . . . . . . . . . . . 52
15.49. "Subsidiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
15.50. "Supplemental After-Tax Contribution". . . . . . . . . . . . . . . . . 52
15.51. "Supplemental After-Tax Contribution Account". . . . . . . . . . . . . 52
15.52. "Supplemental Contribution". . . . . . . . . . . . . . . . . . . . . . 52
15.53. "Supplemental Pre-Tax Contribution". . . . . . . . . . . . . . . . . . 52
15.54. "Supplemental Pre-Tax Contribution Account". . . . . . . . . . . . . . 52
15.55. "Transfer Contribution". . . . . . . . . . . . . . . . . . . . . . . . 52
15.56. "Transfer Contribution Account". . . . . . . . . . . . . . . . . . . . 52
15.57. "Trust". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
15.58. "Trustee". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
15.59. "Unallocated Account". . . . . . . . . . . . . . . . . . . . . . . . . 53
15.60. "Valuation Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
15.61. "Year of Credited Service" . . . . . . . . . . . . . . . . . . . . . . 53
</TABLE>
<PAGE>

ARTICLE 1. INTRODUCTION

1.1. PURPOSE. This document amends and restates the provisions of the
Abbott Laboratories Stock Retirement Plan (the "Plan"), effective as of
January 1, 1996. The Plan and its related Trust are intended to qualify as a
profit-sharing plan and trust under Code sections 401(a) and 501(a), the cash
or deferred arrangement forming part of the Plan is intended to qualify under
Code section 401(k), and the provisions of the Plan and Trust shall be
construed and applied accordingly.

1.2. HISTORY OF THE PRIOR PLAN. The Plan was originally established
by Abbott Laboratories (the "Corporation"), effective July 9, 1951, to
facilitate the retirement of eligible participating employees by providing
benefits which reinforce those available to such employees under the Abbott
Laboratories Annuity Retirement Plan and other Abbott Laboratories retirement
benefits.

The Plan provides an arrangement by which employees may invest in stock
of the Corporation ("Company Stock") by contributing to the Abbott
Laboratories Stock Retirement Trust (the "Trust") and by which the
Corporation and its affiliates will encourage such investment by also making
contributions to the Trust. Contributions received by the Trust from the
Participants and from the Employers have been applied by the Trustee to
acquire, and hold under the Trust, shares of Company Stock for the benefit of
the Participants in the Plan, to the end that upon retirement or prior
termination of employment, the Participants may receive a distribution of
Company Stock and/or an annuity.

On February 24, 1964, the Corporation was substituted as the employer
under the M & R Retirement Investment Trust and effective as of April 1,
1969, the M & R Retirement Investment Trust was consolidated with the Plan
and Abbott Laboratories Stock Retirement Trust. Special provisions relating
to employees and other persons covered under the M & R Retirement Investment
Trust when it was consolidated with the Plan and the Trust are set forth in
Supplement A to the Prior Plan. Supplement A modified the Prior Plan and the
Trust to the extent it was inconsistent with the Prior Plan and Trust.

The Plan as in effect on January 1, 1996 applies to Eligible Employees
of the Corporation and of all Subsidiaries and Divisions that participated in
the Plan as of December 31, 1995. The Plan will also apply to Eligible
Employees of any Subsidiary or Division that is designated by the Board of
Review to participate in the Plan in accordance with Section 2.6, from and
after the effective date of such designation.

1.3. RIGHTS UNDER PRIOR PLAN. Except as otherwise specifically
provided, the benefits provided under the Plan for any Participant who
retired or whose employment with the Employers otherwise terminated prior to
January 1, 1996 will be governed in all respects by the terms of the Prior
Plan as in effect on the date of his or her retirement or other termination
of employment.

<PAGE>

ARTICLE 2. PARTICIPATION

2.1. DATE OF PARTICIPATION. Each individual who was a Participant on
December 31, 1995 and is an Eligible Employee on January 1, 1996 shall
continue to be a Participant in the Plan. Each other Employee shall become a
Participant (a) for purposes of making Supplemental Contributions, on any
Entry Date following his or her date of hire after he or she has entered into
a Contribution Agreement under Section 3.4, and (b) for purposes of Basic
Contributions and Employer Contributions on an Entry Date following the day
he or she completes two Years of Credited Service and completes the
applicable forms under Sections 2.2 and 3.4, provided in each case that he or
she is an Eligible Employee on such Entry Date.

2.2. ENROLLMENT OF PARTICIPANTS. An Eligible Employee shall become a
Participant by signing an application form furnished by the Administrator
within 30 days after he or she receives the application, or by such other
means as the Administrator establishes for enrollment. Such application
shall authorize the Participant's Employer to deduct from his or her
Compensation (or reduce his or her Compensation by) the contributions
required under Section 3.2 or 3.3, whichever is applicable.

2.3. REEMPLOYMENT OF PARTICIPANT. If an Employee's employment with
the Corporation, an Affiliated Corporation or a Subsidiary should terminate
and such Employee is subsequently reemployed by the Corporation, an
Affiliated Corporation or a Subsidiary, the following shall apply:

(a) If the reemployment occurs before the Employee has a Break
Year, the Period of Credited Service to which he or she was entitled at the
time of termination shall be reinstated, the period of his or her absence
(but not to exceed 12 months) shall be included in his or her Period of
Credited Service, and he or she will be reinstated as a Participant on his
or her date of reemployment, if the Participant is an Eligible Employee on
that date.

(b) If an Employee is reemployed after a Break Year, and at the
time of termination he or she was not a Participant in the Plan, then:

(ii) If the Employee's number of consecutive Break Years equals
or exceeds the greater of 5 years or the aggregate Period of
Credited Service to which he or she was entitled at the time of
termination, the Employee shall be considered as a new Employee for
all purposes of the Plan and any Period of Credited Service to
which he or she was entitled prior to the date of termination shall
be disregarded.

(c) If an Employee is reemployed after a Break Year, and at the
time of termination he or she was a Participant in the Plan, the Period of
Credited Service to which he or she was entitled at the time of termination
shall be reinstated.

(d) If a Participant is transferred or is given a leave of absence
for a temporary or

<PAGE>

indefinite period for the purpose of becoming an Employee of a Subsidiary
or an Affiliated Corporation which is not an Employer hereunder, and such
Participant is not treated as an Eligible Employee under Section 15.23(b),
he or she will continue as a Participant until his or her retirement date
or earlier termination of service with the Corporation, all Affiliated
Corporations and all Subsidiaries, except that during such period the
Employee may not make any contributions and will not be credited with any
Employer contributions except for a pro rata share of his or her
Employer's contributions for the year in which the transfer is made or the
leave began, as the case may be, based upon his or her own contributions
and service up to the date of such transfer or the date such leave began,
as the case may be. If a Participant's employment with the Corporation,
all Affiliated Corporations and all Subsidiaries is terminated
by reason of his or her death, retirement or otherwise while he or she is
employed by the Corporation, any Affiliated Corporation or any Subsidiary
which is not an Employer hereunder, the Participant will be considered to
have terminated his or her employment with the Employers at the same time
and for the same reason.

(e) In the case of maternity or paternity absence (as defined
below) which commences on or after January 1, 1985, an Employee shall be
deemed to be employed by the Corporation, an Affiliated Corporation, or any
Subsidiary (solely for purposes of determining whether the Employee has
incurred a Break Year) during the calendar year following the calendar year
in which his or her employment terminated. A "maternity or paternity
absence" means an Employee's absence from work because of the pregnancy of
the Employee or birth of a child of the Employee, the placement of a child
with the Employee in connection with the adoption of such child by the
Employee, or for purposes of caring for the child immediately following
such birth or placement. The Administrator may require the Employee to
furnish such information as the Administrator considers necessary to
establish that the employee's absence was for one of the reasons specified
above.

2.4. DURATION OF PARTICIPATION. An individual who has become a
Participant under the Plan will remain a Participant for as long as an
Account is maintained under the Plan for his or her benefit, or until his or
her death, if earlier. Notwithstanding the preceding sentence and unless
otherwise expressly provided for under the Plan, no contributions under the
Plan shall be made on behalf of any Participant, unless the Participant is an
Eligible Employee at the time for which the contribution or allocation is
made.

2.5. PARTICIPANT RESTRICTED DUE TO CONFLICT OF INTEREST. If a conflict
of interest as defined in subsection (d) should arise with respect to any
Participant:

(a) Such Participant shall continue as a Participant until his or
her retirement date or earlier termination of service with the Employer, an
Affiliated Corporation or a Subsidiary, except that during the period of
such conflict of interest such Participant shall make no Basic After-Tax
Contributions, such Participant's Employer shall make no Basic Pre-Tax
Contributions on his or her behalf, and such Participant shall be credited
with no Employer Contributions except for a pro rata share of his or her
Employer's Employer Contributions for the year in which such conflict
arises, based on his or her Basic Contributions and service to the date
such conflict arises.

<PAGE>

(b) Such Participant must, within 30 days after notice from the
Administrator, elect to have 100% of the value of the shares of Company
Stock credited to his or her Accounts transferred to the SRP Stable Value
Fund or one of the other investment options available under the Plan (other
than Company Stock). If the Participant fails to make such election, such
shares shall be sold and the sale proceeds shall be transferred to the
default Investment Fund selected under Section 5.8. Any Basic After-Tax
Contributions, Basic Pre-Tax Contributions and pro-rata Employer
Contributions, any Supplemental After-Tax Contributions and Supplemental
Pre-Tax Contributions designated by the Participant under Section 5.1 to be
invested in shares of Company Stock, and any dividends on shares of Company
Stock held in the Participant's Accounts, made for or paid during the
calendar year in which such conflict of interest arises, shall likewise be
transferred to the investment option the Participant selects under the
first sentence of this subsection (b) or to the default Investment Fund
referred to in the second sentence. These transfers shall not be subject
to any of the investment restrictions or transition rules described in
Sections 5.4, 5.5 or 5.6.

(c) Such Participant may elect to make Supplemental After-Tax
Contributions and Supplemental Pre-Tax Contributions during the period of
such conflict of interest, notwithstanding the suspension of Basic
After-Tax Contributions and Basic Pre-Tax Contributions under subsection
(a), provided that no such contributions may be invested in shares of
Company Stock.

(d) A "conflict of interest" means a business, professional,
family or other relationship involving the Participant which, as a result
of statute, ordinance, regulation or generally recognized professional
standard or rule requires divestiture by the Participant of shares of
Company Stock. The existence or nonexistence of a conflict of interest for
purposes of this Section 2.5 shall be determined by the Administrator,
which determination shall be final and binding on all persons. Any
determination made under this subsection (d) shall have no effect on the
application of any human resources or corporate policies of any Employer
regarding conflict of interest.

2.6. PARTICIPATION BY ADDITIONAL PARTICIPATING EMPLOYERS. The Board
of Review may extend the Plan to any nonparticipating Division by filing with
the Trustee and the Co-Trustees a certified copy of an appropriate resolution
by the Board of Review to that effect. Any Subsidiary or Affiliated
Corporation may adopt the Plan and become a participating Employer hereunder
by:

(a) filing with the Board of Review, the Trustee and Co-Trustees a
written instrument to that effect, and

(b) filing with the Trustee and the Co-Trustees a certified copy
of a resolution of the Board of Review consenting to such action.

<PAGE>

extent and on the terms so provided by the Board of Review at the time of
acquisition, or at any subsequent date or in any Supplement to the Plan, the
last continuous period of employment of any employee with such prior separate
business entity, part or all of which is or was acquired by, or becomes a
part of any Employer, will be considered a Period of Credited Service.

2.7. SECURITIES LAW RESTRICTIONS.

(a) The Administrator may, from time to time, impose such
restrictions on participation in the Plan, as the Administrator deems
advisable, to facilitate compliance with federal and state securities laws,
to secure exemption under any rule of the Securities and Exchange
Commission, or to comply with the Corporation's corporate policy with
respect to "blackout periods" related to Company Stock. Such restrictions
shall apply to all Participants or to such individual Participants as the
Administrator shall determine in his or her sole discretion and may include
but shall not be limited to (i) moratoriums on purchases, sales,
withdrawals or distributions of Company Stock; (ii) moratoriums on loans
and transfers into and out of Company Stock; and (iii) suspensions of Basic
Contributions and Supplemental Contributions allocated to Company Stock.

(b) Any Participant for whom Basic Contributions are suspended
under Section 2.7(a) may elect to make or continue making Supplemental
Contributions, provided that no such contributions may be invested in
shares of Company Stock.

ARTICLE 3. CONTRIBUTIONS

3.1. PARTICIPANT CONTRIBUTIONS. Except as provided in Sections 2.5
and 2.7, each Participant who has satisfied the eligibility requirements of
Section 2.1(b) may have Basic Contributions made to the Plan on his or her
behalf as described in Section 3.2. Each Participant who has satisfied the
eligibility requirements of Section 2.1(a) may elect to have Supplemental
Contributions made to the Plan on his or her behalf as described in Section
3.3 at any time after his or her date of hire; provided, however, that if the
Participant is eligible to make Basic Contributions, he or she may make
Supplemental Contributions only if Basic Contributions are concurrently being
made.

3.2. BASIC CONTRIBUTIONS. Except as provided in Section 2.5, each
Participant who is an Eligible Employee may enter into a Contribution
Agreement with the Employer under which the Participant's Compensation for
each pay period shall be reduced by 2%, and the Employer will contribute to
the Trust an equal amount as a Basic Pre-Tax Contribution, or as a Basic
After-Tax Contribution, as the Participant elects. For purposes of this
Section 3.2, Compensation shall be limited to that portion of his or her
Compensation as is determined from time to time by the Board of Directors or
the Board of Review. Each Participant who makes such contributions shall be
eligible to share in the Employer Contributions under Section 3.5.

3.3. SUPPLEMENTAL CONTRIBUTIONS. If a Participant has made the Basic
Contributions required under Section 3.2 (or is not yet eligible to make such
contributions because he or she has not completed two Years of Credited
Service), he or she may make Supplemental Contributions in an amount equal to
an additional 1% to 10% of his or her Compensation as

<PAGE>

Supplemental Pre-Tax Contributions and an additional 1% to 10% of his or her
Compensation as Supplemental After-Tax Contributions; provided that the
aggregate Supplemental Contributions shall not exceed 16% of the
Participant's Compensation, and all Supplemental Contributions shall be
multiples of 1% of the Participant's Compensation. The Participant shall
elect in the Contribution Agreement described in Section 3.4 to make such
contributions as Supplemental Pre-Tax Contributions, as Supplemental
After-Tax Contributions, or both, as applicable. No Employer Contributions
under Section 3.5 shall be made with respect to such Supplemental
Contributions.

3.4. CONTRIBUTION AGREEMENTS. Each Contribution Agreement shall be on
a form prescribed or approved by the Administrator or in such manner as the
Administrator finds acceptable, and may be entered into, changed or revoked
by the Participant, with such prior notice as the Administrator may
prescribe, as of the first day of any pay period with respect to Compensation
payable thereafter. A Contribution Agreement shall be effective with respect
to Compensation payable to a Participant after the date determined by the
Administrator, but not earlier than the date the Agreement is entered into.
The Administrator may reject, amend or revoke the Contribution Agreement of
any Participant if the Administrator determines that the rejection, amendment
or revocation is necessary to ensure that the limitations referred to in
Section 3.8 and Article 11 are not exceeded.

3.5. EMPLOYER CONTRIBUTIONS. For each Plan Year beginning in or after
1996, the Employers shall make Employer Contributions to the Trust for the
benefit of each Participant who is an Eligible Employee at any time during
the Plan Year and on whose behalf Basic Contributions have been made at any
time during the Plan Year. The amount of Employer Contributions made by the
Employers for a Plan Year shall be that amount allocated to the Plan under
Section 1.4 of the Preamble to the Abbott Laboratories Stock Retirement
Program for such Plan Year.

The Employers may contribute from time to time to the Unallocated
Account a portion of the estimated Employer Contributions for the Plan Year.
The Trustee shall invest such funds in Company Stock periodically in
accordance with stock trading procedures established by the Co-Trustees and
agreed to by the Trustee. All dividends paid during the year on the Company
Stock thus purchased and held in the Unallocated Account and other income
received on Employer Contributions held in the Unallocated Account pending
investment in Company Stock shall be used to purchase additional Company
Stock to the extent such funds are not used to pay Plan expenses and/or
Under-Payment Expenses (where Under-Payment Expenses mean the correction of
the under-payment of contributions to the Accounts of Participants due to
system or administrative errors, which correction shall be in accordance with
administrative procedures established by the Administrator).

After the amount of Employer Contributions for the Plan Year has been
determined, the Employers shall pay the remaining Employer Contributions to
the Trust within 90 days after the end of the Plan Year. The Company Stock
purchased with such additional Employer Contributions and all shares of
Company Stock then held in the Unallocated Account shall be allocated among
the accounts of the eligible Participants as of the last day of the Plan
Year, based on the value of the Participant's earnings points and service
points determined as follows:

(a) One earnings point will be allocated to each eligible
Participant for each $2

<PAGE>

of Basic Contributions made on his or her behalf during the Plan Year;

(b) Five service points will be allocated to each eligible
Participant for each Full Year of Credited Service he or she has earned as
of the end of the Plan Year, not to exceed 175 service points;

(c) A Participant who dies, retires under the Abbott
Laboratories Annuity Retirement Plan, or terminates employment with an
Employer on account of total disability for which benefits are payable
under the Abbott Laboratories Extended Disability Plan, at any time during
the Plan Year, will be considered as having continued to be employed until
December 31 of that Year and will thus earn a Year of Credited Service for
purposes of subsection (b);

(d) A Participant who separates from service with the
Corporation, all Affiliated Corporations and all Subsidiaries for any
reason other than death, disability or retirement, at any time during the
Plan Year, will be allocated a pro rata portion of the service points the
Participant would have received had the Participant continued to be
employed until December 31 of that Year, prorated based on the months
during the Plan Year prior to the Participant's separation from service,
and will thus earn a partial Year of Credited Service for purposes of
subsection (b);

(e) A Participant who is transferred or given a leave of absence
in circumstances described in Section 2.3(d) above, at any time during the
Plan Year, will be allocated a pro rata portion of the service points the
Participant would have received had the Participant continued until
December 31 of that year, prorated based on the Participant's service up to
the date of such transfer or the date such leave began, as the case may be,
and will thus earn a partial Year of Credited Service for purposes of
subsection (b);

(f) If (i) a Participant retires under the Abbott Laboratories
Annuity Retirement Plan and elects to receive the distribution of his or
her Accounts during the same Plan Year, (ii) a Participant dies during the
Plan Year and the Beneficiary elects to take a distribution of the
Participant's Accounts during the same Plan Year; or (iii) a Participant
separates from service during the Plan Year for reasons other than
retirement or death and does not elect to defer his distribution to a later
Plan Year, the Employer Contribution due in each case for the Plan Year
shall be calculated using the Point Value determined for the prior Plan
Year and allocated to the applicable Participant's Employer Contribution
Account. If a Participant or Beneficiary who becomes eligible for a
distribution during the Plan Year does not take a distribution during the
same Plan Year as described in the prior sentence, the Employer
Contribution which would be allocable to his or her Accounts shall be
determined and allocated as of the end of the Plan Year under Subsection
3.5(g) below, as if the Participant were actively employed as of the last
day of the Plan Year, but shall be calculated as described in (a)-(e) above
based on the service recognized therein.

(g) The amount of the Company Stock which will be allocated as
of the end of the Plan Year to the Employer Contribution Account of each
eligible Participant for such Plan Year shall be determined by multiplying
the aggregate cost (after adding earnings

<PAGE>

and deducting expenses as herein permitted) of the Company Stock held in
the Unallocated Account at the end of the Plan Year by a fraction, the
numerator of which is the sum of the Participant's earnings points and
service points as of the end of the Plan Year and the denominator of which
is the aggregate of all earnings points and all service points for all
eligible Participants as of the end of such Plan Year (less the points
attributable to Participants to whom or on whose behalf distributions are
made during the Plan Year). Once the portion of the aggregate cost which
is attributable to each eligible Participant is determined, the
applicable number of shares represented by such cost shall be allocated
to the Participant's Employer Contribution Account.

3.6. QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS. At the direction
of the Corporation, an Employer may make Qualified Nonelective Employer
Contributions to the Trust for a Plan Year either (a) on behalf of all
Participants for whom Pre-Tax Contributions are made for the Plan Year, or
(b) on behalf of only those Participants for whom Pre-Tax Contributions for
the Plan Year are made and who are not Highly Compensated Employees for the
Plan Year, as the Board of Review shall determine. Such Qualified
Nonelective Employer Contributions shall be made only if, when they are
combined with all employer contributions to all plans which form a part of
the Abbott Laboratories Stock Retirement Program, the aggregate employer
contributions of the Employers for the Plan Year to all such plans do not
exceed 7.5 percent of the declared dividends of the Corporation for the Plan
Year. Except as otherwise expressly provided for, any Qualified Nonelective
Employer Contribution shall be treated as a Pre-Tax Contribution for all
purposes under the Plan. Qualified Nonelective Employer Contributions may be
made pursuant to this Section 3.6, (i) with respect only to Participants who
are employed by any Subsidiary which is not an Affiliated Corporation, (ii)
with respect only to Participants who are employed by Employers which are
Affiliated Corporations, or (iii) with respect to Participants described in
both (i) and (ii).

3.7. TIME FOR MAKING AND CREDITING OF CONTRIBUTIONS. Basic and
Supplemental Pre-Tax and After-Tax Contributions will be withheld from the
Participants' Compensation through payroll deductions and will be paid in
cash to the Trust as soon as such contributions can reasonably be segregated
from the general assets of the Employers, but in any event within 90 days
after the date on which the Compensation to which such contributions relate
is paid. Such contributions will be credited to the Participants' respective
Pre-Tax Contribution and After-Tax Contribution Accounts as of the earlier of
(a) the date such contributions are received by the Trust and (b) the last
day of the Plan Year in which the Compensation is paid. In addition and
subject to the limits provided in Section 3.3, a Participant may make
Supplemental After-Tax Contributions by delivering to the Trustee, a
certified check in the amount of such contribution and the contribution shall
be credited to the Participant's Supplemental After-Tax Contribution Account
as of the date it is received by the Trustee. Any Employer Contributions or
Qualified Nonelective Employer Contributions for a Plan Year will be
contributed to the Trust at such time as the Corporation determines, but no
later than the time prescribed by law (including extensions) for filing the
Corporation's federal income tax return for its taxable year in or with which
the Plan Year ends. Such contributions will be credited to the Employer
Contribution Accounts or Pre-Tax Contribution Accounts, respectively, of
Participants on whose behalf they are made at such time as the Corporation
determines, but no later than the last day of such Plan Year.

3.8. CERTAIN LIMITS APPLY. All contributions to this Plan are subject
to the applicable limits set forth under Code sections 401(k), 401(m),
402(g), 404, and 415, as further described in

<PAGE>

Article 11.

3.9. RETURN OF CONTRIBUTIONS. No property of the Trust or
contributions made by the Employers pursuant to the terms of the Plan shall
revert to the Employers or be used for any purpose other than providing
benefits to Eligible Employees or their Beneficiaries and defraying the
expenses of the Plan and the Trust, except as follows:

(a) Upon request of the Corporation, contributions made to the
Plan before the issuance of a favorable determination letter by the
Internal Revenue Service with respect to the initial qualification of the
Plan under Section 401(a) of the Code may be returned to the contributing
Employer, with all attributable earnings, within one year after the
Internal Revenue Service refuses in writing to issue such a letter.

(b) Any amount contributed under the Plan by an Employer by a
mistake of fact as determined by the Employer may be returned to such
Employer upon its request, within one year after its payment to the Trust.

(c) Any amount contributed under the Plan by an Employer on the
condition of its deductibility under Section 404 of the Code may be
returned to such Employer upon its request, within one year after the
Internal Revenue Service disallows the deduction in writing.

(d) Earnings attributable to contributions returnable under
paragraph (b) or (c) shall not be returned to the Employer, and any losses
attributable to those contributions shall reduce the amount returned.

In no event shall the return of a contribution hereunder cause any
Participant's Accounts to be reduced to less than they would have been had
the mistaken or nondeductible amount not been contributed. No return of a
contribution hereunder shall be made more than one year after the mistaken
payment of the contribution, or disallowance of the deduction, as the case
may be.

3.10. SPECIAL LIMITS FOR CORPORATE OFFICERS. Notwithstanding any other
provision of the Plan, the Administrator may, from time to time, impose
additional limits on the percentages of Compensation which may be contributed
to the Plan by, or on behalf of, Corporate Officers, provided that such
additional limits are lower than the limits applicable to other Participants.
The amount and terms of such limits shall be determined by the Administrator
in its sole discretion, need not be the same for all Corporate Officers and
may be changed or repealed by the Administrator at any time. For purposes of
this Section 3.10, the term "Corporate Officer" shall mean an individual
elected an officer of the Corporation by its Board of Directors but shall not
include assistant officers.

ARTICLE 4. PARTICIPANT ACCOUNTS

4.1. ACCOUNTS. The Administrator will establish and maintain (or cause
the Trustee to establish and maintain) for each Participant a Basic After-Tax
Contribution Account, a Basic Pre-Tax Contribution Account, a Supplemental
After-Tax Contribution Account, a Supplemental

<PAGE>

Pre-Tax Contribution Account, an Employer Contribution Account, a Rollover
Contribution Account (if applicable), a Transfer Contribution Account (if
applicable) and such other accounts or sub-accounts as the Administrator in
its discretion deems appropriate. All such Accounts shall be referred to
collectively as the "Accounts".

4.2. ADJUSTMENT OF ACCOUNTS. Except as provided in the following
sentence, as of each Valuation Date, the Administrator or Trustee, as the
case may be, shall adjust the balances of each Account maintained under the
Plan on a uniform and consistent basis to reflect the contributions,
distributions, income, expense, and changes in the fair market value of the
assets attributable to such Account since the prior Valuation Date, in such
reasonable manner as the Administrator or Trustee, as the case may be, shall
determine. Employer Contributions made to the Unallocated Account, Company
Stock acquired under Section 3.5 with such Employer Contributions, and
dividends paid on such Company Stock will not be valued as of each Valuation
Date, but will be allocated to the Participants' Accounts only as of the end
of the Plan Year in accordance with Section 3.5 and thereafter such amounts
will be valued in accordance with the first sentence of this Section 4.2.
Notwithstanding any other provision of the Plan, to the extent that
Participants' Accounts are invested in mutual funds or other assets for which
daily pricing is available ("Daily Pricing Media"), all amounts contributed
to the Trust will be invested at the time of their actual receipt by the
Daily Pricing Media, and the balance of each Account shall reflect the
results of such daily pricing from the time of actual receipt until the time
of distribution. Investment elections and changes made pursuant to Section
5.7 shall be effective upon receipt by the Daily Pricing Media. References
elsewhere in the Plan to the investment of contributions "as of" a date other
than that described in this Section 4.2 shall apply only to the extent, if
any, that assets of the Trust are not invested in Daily Pricing Media.

ARTICLE 5. INVESTMENT OF ACCOUNTS

5.1. COMPANY STOCK. All Basic Contributions and Employer
Contributions shall be invested in shares of Company Stock. A Participant
may also direct that some or all of his or her Supplemental Contributions,
Rollover Contributions (if applicable) or Transfer Contributions (if
applicable) be invested in shares of Company Stock. Company Stock shall be
purchased and sold by the Trustee on the open market or from the Corporation
in accordance with stock trading procedures established by the Co-Trustees
and agreed to by the Trustee.

5.2. SRP STABLE VALUE FUND. All funds invested in the Fixed Income
Option and the Guaranteed Income Option under the Prior Plan as of December
31, 1995 shall be invested in the SRP Stable Value Fund on and after January
1, 1996, unless and until such funds are transferred to another Investment
Fund described in Section 5.3. A Participant may direct that some or all of
his or her Supplemental Pre-Tax Contribution Account or Supplemental
After-Tax Contribution Account be transferred to and invested in the SRP
Stable Value Fund, subject to the transition rules described in Section 5.4.
In addition, a Participant may direct that some or all of his or her
Supplemental Contributions, Rollover Contributions, or Transfer Contributions
made on or after January 1, 1996 be invested in the SRP Stable Value Fund.

5.3. OTHER INVESTMENT FUNDS. The Co-Trustees may, from time to time,
direct the Trustee to establish one or more Investment Funds, which may
include registered investment companies (including those for which the
Trustee or an affiliate is the investment advisor, principal underwriter or
distributor), group trusts for the collective investment of pension and

<PAGE>

profit sharing plans which are qualified under section 401(a) of the Code,
and other pooled Investment Funds. A Participant may invest some or all of
his or her Supplemental Contributions, Rollover Contributions or Transfer
Contributions made on or after January 1, 1996 in one or more of the
Investment Funds available under the Plan in such increments and in such
manner as the Co-Trustees and the Trustee establish in investment procedures.
To the extent permitted by Sections 5.4, 5.5 and 5.6, a Participant may
instruct the Trustee that amounts held in his or her Accounts that are
invested in Company Stock or in the SRP Stable Value Fund be transferred to
and invested in one or more of the Investment Funds established under this
Section 5.3. Any amounts held in a Participant's Accounts that are not
otherwise restricted as to investment under Section 5.1, 5.2, 5.4, 5.5 or 5.6
may be invested or reinvested in Company Stock or any of the Investment Funds
then available under the Plan in accordance with the procedures established
under Section 5.7.

5.4. TRANSFER RESTRICTIONS APPLICABLE TO COMPANY STOCK HELD IN
SUPPLEMENTAL CONTRIBUTION ACCOUNTS AS OF DECEMBER 31, 1995. Effective April
3, 1996 (or on such subsequent date as the Administrator determines in his or
her sole discretion), a Participant (who is not eligible for the
Pre-Retirement Feature described in Section 5.6) may direct the Trustee to
sell a portion of the shares of Company Stock held in his or her Supplemental
Pre-Tax Contribution Account or Supplemental After-Tax Contribution Account
("Supplemental Contribution Accounts") as of December 31, 1995 (as adjusted
for subsequent stock dividends and splits) ("Transition Shares") and reinvest
the proceeds in the SRP Stable Value Fund or in one or more of the other
Investment Funds described in Section 5.3. The amount of the Transition
Shares that shall be available for reinvestment (the "unrestricted amount")
shall be determined in accordance with the following transition rules:

(a) 1996. Effective April 3, 1996 (or such subsequent date as the
Administrator determines in his or her sole discretion), the unrestricted
amount shall be 20% of the Participant's Transition Shares.

(b) 1997. Effective January 1, 1997 (or such earlier date as the
Administrator determines in his or her sole discretion), the unrestricted
amount shall be 40% of the Participant's Transition Shares (less the number
of such Shares sold pursuant to subsection (a) above).

(c) 1998. Effective January 1, 1998 (or such earlier date as the
Administrator determines in his or her sole discretion), the unrestricted
amount shall be 60% of the Participant's Transition Shares (less the number
of such Shares sold pursuant to subsections (a) or (b) above).

(d) 1999. Effective January 1, 1999 (or such earlier date as the
Administrator determines in his or her sole discretion), the unrestricted
amount shall be 80% of the Participant's Transition Shares (less the number
of such Shares sold pursuant to subsections (a), (b) or (c) above).

(e) 2000. Effective January 1, 2000 (or such earlier date as the
Administrator determines in his or her sole discretion), the unrestricted
amount shall be 100% of the Participant's Transition Shares.

All dividends received on Transition Shares after January 1, 1996 shall be
treated as unrestricted

<PAGE>

and may be invested in any of the Investment Funds then available under the
Plan.

The restrictions and transition rules described in this Section 5.4
shall apply to all active Participants, all Participants who terminated
employment (other than those Participants who retired under the Abbott
Laboratories Annuity Retirement Plan), all Beneficiaries of Participants who
died while employed or after termination of employment (other than
Beneficiaries of Participants who retired under the Abbott Laboratories
Annuity Retirement Plan) and all Alternate Payees.

5.5. TRANSFER RESTRICTIONS APPLICABLE TO SUPPLEMENTAL CONTRIBUTION
ACCOUNTS INVESTED IN THE FIXED INCOME OPTION OR THE GUARANTEED INCOME OPTION
AS OF DECEMBER 31, 1995. A Participant's Supplemental Contribution Accounts
that were invested in the Fixed Income Option or Guaranteed Income Option as
of December 31, 1995 (the "Transition Amount") and which will be held in the
SRP Stable Value Fund as of January 1, 1996 will be considered restricted as
to investment, subject to the transition rules described in this Section 5.5.
A portion of the Transition Amount shall become unrestricted (the
"unrestricted amount") and, at any time after April 3, 1996 (or such
subsequent date as the Administrator determines in his or her sole
discretion), may be reinvested in one or more of the other Investment Funds
described in Section 5.3 as follows:

(a) Effective April 3, 1996 (or such subsequent date as the
Administrator determines in his or her sole discretion), the unrestricted
amount will be 20% of the Participant's Transition Amount.

(b) Effective October 1, 1996, the unrestricted amount will be
100% of the Participant's Transition Amount.

All interest paid in the SRP Stable Value Fund after January 1, 1996 on
Transition Amounts shall be treated as unrestricted as to investment and
may be invested in any of the Investment Funds then available under the
Plan.

The restrictions and transition rules described in this Section 5.5 shall
apply to all Participants.

5.6. PRE-RETIREMENT FEATURE FOR REINVESTMENT OF COMPANY STOCK.
Effective April 3, 1996 (or such subsequent date as the Administrator
determines in his or her sole discretion) and notwithstanding the provisions
of Section 5.4 above, a Participant who has attained age 50 prior to January
1, 1996 or who will attain age 50 during the 1996 calendar year, may direct
the Trustee to sell all or a portion of the Company Stock held in his or her
Accounts as of January 1, 1996 (the "PRF Shares") and reinvest the proceeds
in the SRP Stable Value Fund or in any of the other Investment Funds
described in Section 5.3. The amount that shall be available for
reinvestment (the "unrestricted amount") shall be determined in accordance
with the following transition rules:

(a) APRIL 3, 1996. Effective April 3, 1996 (or such subsequent
date as the Administrator determines in his or her sole discretion), the
unrestricted amount shall be 25% of the PRF Shares.

<PAGE>

(b) JUNE 6, 1996. Effective June 6, 1996 (or such earlier date as
the Administrator determines in his or her sole discretion), the
unrestricted amount shall be 50% of the PRF Shares (less the number of such
Shares sold pursuant to subsection (a) above).

(c) AUGUST 8, 1996. Effective August 8, 1996 (or such earlier
date as the Administrator determines in his or her sole discretion), the
unrestricted amount shall be 75% of the PRF Shares (less the number of such
Shares sold pursuant to subsections (a) and (b) above).

(d) OCTOBER 3, 1996. Effective October 3, 1996 (or such earlier
date as the Administrator determines in his or her sole discretion), the
unrestricted amount shall be 100% of the PRF Shares.

Effective January 1, 1997 and notwithstanding the provisions of Section 5.4
above, a Participant who attains age 50 may direct the Trustee to liquidate
all or a portion of the Company Stock held in his or her Accounts and
reinvest the proceeds in the SRP Stable Value Fund or in any of the other
Investment Funds described in Section 5.3. Once a Participant becomes
subject to the provisions of this Section 5.6, the provisions of Section 5.4
shall no longer apply to such Participant.

Basic Contributions and Employer Contributions made to the Plan with
respect to a Participant who is eligible for the Pre-Retirement Feature
described in this Section 5.6 shall continue to be invested initially in
shares of Company Stock, but will be available for reinvestment in the SRP
Stable Value Fund or in any of the other Investment Funds described in
Section 5.3 in accordance with the procedures established under Section 5.7.

The restrictions and transition rules described in this Section 5.6
shall apply to the Accounts of all Participants, including, but not limited
to, those who have retired under the Abbott Laboratories Annuity Retirement
Plan.

5.7. INVESTMENT ELECTIONS. Subject to Sections 5.1, 5.2, 5.4, 5.5 and
5.6, a Participant, Beneficiary or Alternate Payee may make or change
investment instructions with respect to the portion of the Accounts over
which he or she has investment direction at such times and at such frequency
as the Administrator shall permit in accordance with investment procedures
established for the Plan. Such investment instructions shall be in writing or
in such other form as is acceptable to the Trustee.

5.8. DEFAULT INVESTMENT FUND. The Administrator shall from time to time
identify one or more of the Investment Funds as the default Investment Fund into
which all contributions, for which the Participant has the right to direct
investment, shall be invested if the Participant fails to provide complete and
clear investment instructions for such contributions. Such contributions shall
remain in the default Investment Fund until the Trustee receives investment
instructions from the Participant in a form acceptable to the Trustee.

5.9. PARTICIPANT DIRECTION OF INVESTMENTS. To the extent that this
Article 5 does not prohibit a Participant, Beneficiary or Alternate Payee from
directing the investment of his or her Accounts, the Plan is intended to be a
participant-directed plan and to comply with the

<PAGE>

requirements of ERISA Section 404(c) and the Department of Labor
Regulations 2550.404c-1 as a participant-directed plan. To the extent this
Section 5.9 applies, the Administrator shall direct the Trustee from time to
time with respect to such investments pursuant to the instructions of the
Participant (or, if applicable, the Alternate Payee, or the deceased
Participant's Beneficiary), but the Trustee may refuse to honor any
investment instruction if such instruction would cause the Plan to engage in
a prohibited transaction (as described in Code section 4975(c)) or cause the
Trust to be subject to income tax. The Administrator shall prescribe the
form upon which, or such other manner in which such instructions shall be
made, as well as the frequency with which such instructions may be made or
changed and the dates as of which such instructions shall be effective. The
Board of Review reserves the right to amend the Plan to remove the right of
Participants, Beneficiaries or Alternate Payees to give investment
instructions with respect to their Accounts. Nothing contained herein shall
provide for the voting of shares of Company Stock by any Participant,
Beneficiary or Alternate Payee, except as otherwise provided in the Trust.

5.10. DIVIDENDS ON COMPANY STOCK. Except with respect to shares of
Company Stock acquired during the Plan Year and held in the Unallocated
Account, cash dividends on shares of Company Stock shall be credited to the
applicable Accounts in which the shares are held and cash proceeds from the
sale of any rights or warrants received with respect to such Stock shall be
invested in shares of Company Stock when such dividends or proceeds are
received by the Trust, and thereafter such shares shall be credited to such
Accounts based on the average cost of all shares purchased with such
dividends or proceeds. Stock dividends or "split-ups" and rights or warrants
appertaining to such shares shall be credited to the applicable Accounts when
received by the Trust. Cash dividends received with respect to the shares of
Company Stock held in the Unallocated Account and cash proceeds from the sale
of rights or warrants received with respect to shares of Company Stock held
in the Unallocated Account and cash proceeds from the sale of rights or
warrants received with respect to such Company Stock shall be reinvested in
Company Stock and allocated under Section 3.5, to the extent not used to pay
expenses of the Plan and/or Under-Payment Expenses as defined in Section 3.5.
Any stock dividends or "split-ups" (and any rights or warrants unless sooner
sold) appertaining to shares of Company Stock held in the Unallocated Account
will be held in the Unallocated Account until the end of the Plan Year and
allocated under Section 3.5.

5.11. INVESTMENT OPTIONS FOR FORMER M&R EMPLOYEES. Effective April 3,
1996 (or such subsequent date as the Administrator determines in his or her
sole discretion), Participants (and any Beneficiaries of deceased
Participants or Alternate Payees with respect to such Participants or
deceased Participants) who have Accounts formerly held in the M&R Retirement
Trust ("M & R Accounts") and who had special investment options described in
Supplement A of the Prior Plan, shall reinvest their Accounts in one or more
of the investment options described in Section 5.1, 5.2 and 5.3. If at the
end of the transition period established by the Administrator for such
reinvestment, any portion of a such M & R Accounts has not been reinvested
pursuant to the prior sentence, then the Administrator shall direct the
Trustee to liquidate the investments in such Accounts and transfer the
proceeds to one or more default investment funds designated by the
Administrator.

ARTICLE 6. WITHDRAWALS PRIOR TO SEPARATION FROM SERVICE

6.1. INSERVICE WITHDRAWALS OF AFTER-TAX CONTRIBUTIONS. For purposes of
Code Section

<PAGE>

72, all amounts held in a Participant's After-Tax Contribution Accounts that
are attributable to Basic or Supplemental After-Tax Contributions made after
1986 (including earnings) shall be considered a "separate contract". In
addition, for purposes of applying the withdrawal provisions set forth in
this Section 6.1(a), (b) and (c), a Participant's Accounts containing Company
Stock shall be separate and distinct from all other Investment Funds in such
Accounts, such that a Participant can elect under Sections 6.1(a), (b) and
(c) to withdraw all of the Participant's Company Stock without withdrawing
any of the other Investment Funds or all of the Participant's Investment
Funds (in other than Company Stock) without withdrawing any Company Stock, or
any combination of Company Stock or other Investment Funds as the Participant
may elect. If the Participant's non-Company Stock funds are in more than one
Investment Fund, then such withdrawal shall be made proportionately from all
such Investment Funds. Subject to the foregoing, a Participant may elect to
take a withdrawal from his or her After-Tax Contribution Accounts in
accordance with the following conditions and order of priority:

(a) PRE-1987 SUPPLEMENTAL AND BASIC AFTER-TAX CONTRIBUTIONS. A
Participant may withdraw from the Trust (i) in cash, any or all of his or
her Supplemental and Basic After-Tax Contributions made prior to 1987
and/or (ii) some or all of the shares of Company Stock purchased with such
After-Tax Contributions. If the Participant elects to receive any
withdrawal in Company Stock or cash from Company Stock, such amounts will
be withdrawn (i) from the Company Stock in the Supplemental After-Tax
Contribution Account until exhausted and (ii) then from the Company Stock
in the Basic After-Tax Contribution Account until exhausted. If the
Participant elects to receive any withdrawal in cash from the Investment
Funds (other than Company Stock), such amounts shall be withdrawn (i) from
the Investment Funds (other than Company Stock) in the Supplemental
After-Tax Contribution Account until exhausted and (ii) then from the
Investment Funds (other than Company Stock) in the Basic After-Tax
Contribution Account until exhausted.

(b) POST-1986 SUPPLEMENTAL AND BASIC AFTER-TAX CONTRIBUTIONS (FIVE
YEARS CREDITED SERVICE REQUIRED). A Participant who has completed five or
more Years of Credited Service and who has withdrawn all of his or her
pre-1987 Supplemental and Basic After-Tax Contributions under subsection
(a) may then withdraw from the Trust any or all of his or her Supplemental
and Basic After-Tax Contributions made after 1986 and earnings thereon.
Withdrawals under this subsection (b) may be in cash or shares of Company
Stock but shall not exceed the value of the Supplemental and Basic
After-Tax Contribution Accounts that is attributable to the Participant's
After-Tax Contributions made after 1986. If the Participant elects to
receive any withdrawal in Company Stock or cash from Company Stock, such
amounts will be withdrawn (i) from the Company Stock in the Supplemental
After-Tax Contribution Account until exhausted and (ii) then from the
Company Stock in the Basic After-Tax Contribution Account until exhausted.
If the Participant elects to receive any withdrawal in cash from the
Investment Funds (other than Company Stock), such amounts shall be
withdrawn (i) from the Investment Funds (other than Company Stock) in the
Supplemental After-Tax Contribution Account until exhausted and (ii) then
from the Investment Funds (other than Company Stock) in the Basic After-Tax
Contribution Account until exhausted.

<PAGE>

(c) POST-1986 SUPPLEMENTAL AFTER-TAX CONTRIBUTIONS (LESS THAN FIVE
YEARS CREDITED SERVICE REQUIRED). A Participant who has not completed
five or more Years of Credited Service and who has withdrawn all of his or
her pre-1987 After-Tax Contributions (if any) under subsection (a) may then
withdraw from the Trust any or all of his or her Supplemental After-Tax
Contributions made after 1986 and earnings thereon. Withdrawals under this
subsection (c) may be in cash or shares of Company Stock but shall not
exceed the value of the Supplemental After-Tax Contribution Account that is
attributable to the Participant's Supplemental After-Tax Contributions made
after 1986. If the Participant elects to receive any withdrawal in Company
Stock (or cash from Company Stock) such amount will be withdrawn from the
Company Stock in the Supplemental After-Tax Contribution Account until
exhausted. If the Participant elects to receive any withdrawal in
Investment Funds (other than Company Stock), such amount will be withdrawn
from the Investment Funds (other than Company Stock) in the Supplemental
After-Tax Contribution Account.

(d) REMAINDER OF AFTER-TAX CONTRIBUTION ACCOUNTS. A Participant,
who has withdrawn all of his or her After-Tax Contributions available under
subsections (a), (b) and (c) in both Company Stock and in Investment Funds
(other than Company Stock), may then withdraw from the Trust any or all of
the amount remaining in his or her After-Tax Contribution Accounts (other
than the Basic After-Tax Contribution Account, in the case of a Participant
who has not completed five or more Years of Service).

(e) SOURCE OF WITHDRAWN AMOUNTS. If the Participant elects to
receive his or her withdrawal in shares of Company Stock held in his or her
After-Tax Contribution Accounts, whole shares shall be distributed and the
value of a fractional share necessary to exhaust the Company Stock
allocated to such Accounts shall be distributed in cash.

(f) PRE-1987 SHARES. (i) For purposes of Section 6.1(a), shares
of Company Stock purchased with a Participant's Supplemental After-Tax
Contribution made prior to 1987 shall be determined as follows:

(A) FIRST, the average cost to the Trust of all unwithdrawn
shares of Company Stock purchased with Participant's Supplemental After-Tax
Contributions made prior to 1987 and related dividends shall be
established.

(B) NEXT, the total of the Participant's unwithdrawn
Supplemental After-Tax Contributions made prior to 1987 and applied to the
purchase of Company Stock (net of any such amounts that have been
reinvested in Investment Funds other than Company Stock) shall be divided
by the average cost established under subparagraph (A) above and the
resulting amount shall be the number of shares of Company Stock purchased
with the Participant's Supplemental After-Tax Contributions prior to 1987.

(ii) For purposes of Section 6.1(a), shares of Company Stock
purchased with a Participant's Basic After-Tax Contributions made
prior to 1987 shall be determined as follows:

<PAGE>

(A) FIRST, the average cost to the Trust of all unwithdrawn
shares of Company Stock purchased with the Participant's Basic
After-Tax Contributions and Employer contributions made prior to
1987 and related dividends shall be established.

(B) NEXT, the total of the Participant's unwithdrawn Basic
After-Tax Contributions made prior to 1987 and applied to the
purchase of Company Stock (net of any such amounts that have been
reinvested in Investment Funds other than Company Stock) shall be
divided by the average cost established under subparagraph (A)
above and the resulting amount shall be the number of shares
purchased with the Participant's Basic After-Tax Contributions
made prior to 1987.

(iii) For purposes of determining a Participant's unwithdrawn
Basic After-Tax Contributions and Supplemental After-Tax
Contributions made prior to 1987, any shares of Company Stock
purchased with the Participant's Supplemental After-Tax
Contributions made prior to 1987 that were withdrawn by the
Participant as of any date shall be charged at the average cost
established under subparagraph (i)(A) above as of such date, and
any shares of Company Stock purchased with the Participant's Basic
After-Tax Contributions made prior to 1987 that were withdrawn by
the Participant as of any date shall be charged at the average cost
established under subparagraph (ii)(A) above as of such date.

(g) WITHDRAWAL PROCEDURES. The foregoing provisions of this
Section 6.1 are subject to the following:

(i) Shares of Company Stock and other amounts that are withdrawn
by a Participant under this Section 6.1 shall be charged to his or
her respective After-Tax Contribution Account.

(ii) No more than one withdrawal may be elected in any
ninety-day period; provided, however, that the Administrator, in
his or her sole discretion, may waive this limitation in unusual
cases.

(iii) Distribution of the shares of Company Stock or other
amounts a Participant elects to withdraw under this Section 6.1
shall be made within such time period and in accordance with the
procedures established by the Administrator and agreed to by the
Trustee. If the Participant dies prior to the time distribution of
such shares or amounts is made, distribution shall be made to the
Participant's Beneficiary in the same manner as other distributions
from the Trust.

(iv) Each request for a withdrawal shall be filed with the
Administrator, shall specify either the dollar amount or the share
amount (or both) to be withdrawn, the value of which amount shall
not be less than $500, and may not be revoked, amended or changed
by the Participant after it is filed. The Participant shall
indicate in his or her withdrawal request whether the withdrawal is
to be

<PAGE>

made in cash or shares of Company Stock.

(v) Any check or certificate fees associated with a withdrawal
will be charged to the Participant's Account.

(vi) Withdrawals under this Section 6.1 shall be subject to such
further conditions and limitations as the Administrator may
establish from time to time and apply on a uniform basis.

(vii) Any shares of Company Stock that are withdrawn shall be
considered as having been withdrawn at the average cost, as of the
date of the withdrawal, of the shares of Company Stock reflected in
the Account from which they were withdrawn.

(h) WITHDRAWAL PRIORITY. Withdrawals under this Section 6.1 may
be in a different order of priority and subject to such further conditions
and limitations as the Administrator may establish from time to time and
apply on a uniform basis.

6.2. INSERVICE WITHDRAWALS OF CERTAIN ROLLOVER CONTRIBUTIONS. A
Participant who is a MediSense Employee (as defined in Section 15.34(e)) and
for whom the Plan maintains a MediSense Rollover Contribution Account (as
defined below) may withdraw funds from his or her MediSense Rollover
Contribution Account; provided, however, that the Participant may request
only two such withdrawals in any Plan Year and that each withdrawal be made
in accordance with such administrative rules and practices as may be adopted
by the Administrator. The term "MediSense Rollover Contribution Account"
shall mean a rollover contribution account that was previously maintained for
the Participant under the MediSense 401(k) plan and that was established
under the Plan in connection with the transfer of the plan assets of the
MediSense 401(k) plan to the Plan.

6.3. WITHDRAWALS AT AGE 59-1/2 FROM A MEDISENSE TRANSFER CONTRIBUTION
ACCOUNT. Upon having reached age 59-1/2, a Participant who is a MediSense
Employee (as defined in Section 15.34(e)) and for whom the Plan maintains a
MediSense Transfer Contribution Account (as defined below) may withdraw funds
from his or her MediSense Transfer Contribution Account. Each withdrawal
described in this section shall be made in accordance with such
administrative rules and practices as may be adopted by the Administrator.
The term "MediSense Transfer Contribution Account" shall mean a Transfer
Contribution Account maintained for the Participant under the Plan in
connection with the transfer of the plan assets of the MediSense 401(k) plan
to the Plan. The term "MediSense Account" shall mean both a MediSense
Transfer Contribution Account and a MediSense Rollover Contribution Account.

6.4. REQUIRED DISTRIBUTIONS AFTER AGE 70. Except as provided in the
next sentence, a Participant who remains an Employee on or after his or her
"required beginning date" (within the meaning of Code section 401(a)(9))
while an Employee shall receive a distribution of the full value of his or
her Accounts as of the date any distribution under Code section 401(a)(9)
would be required. Any Participant (other than a 5% owner of the
Corporation, an Affiliated Corporation, or a Subsidiary in the year such
owner attains age 66 and any subsequent year) who attained age 70 before
January 1, 1988 may defer receipt of the distributions under this Section 6.4
until the April 1 following the calendar year in which he or she retires or
attains age 70, whichever is later. Each distribution described in this
Section 6.4 shall be made at the latest

<PAGE>

possible date permitted under Code section 401(a)(9) and Regulations
thereunder and in accordance with such administrative rules and practices as
may be adopted by the Administrator.

6.5. DISTRIBUTIONS REQUIRED BY A QUALIFIED DOMESTIC RELATIONS ORDER.
To the extent required by a Qualified Domestic Relations Order, the
Administrator shall make distributions from a Participant's Accounts to
Alternate Payees named in such order in a manner consistent with the
distribution options otherwise available under this Plan, regardless of
whether the Participant is otherwise entitled to a distribution at such time
under the Plan.

6.6. PARTICIPANT'S CONSENT TO DISTRIBUTION OF BENEFITS AND DIRECT
ROLLOVER NOTICE. If a Participant receives a withdrawal under Section 6.1,
6.2, 6.3, or 6.4 or an Alternative Payee receives a distribution under
Section 6.5, no distribution may be made unless:

(a) between the 30th and 90th day prior to the date distribution
is to be made or commence, the Administrator notifies the Participant or
the Alternate Payee (whichever is applicable) in writing that he or she may
defer distribution until the April 1 after the Plan Year in which he or she
attains age 70 and provides the Participant or the Alternate Payee
(whichever is applicable) with a written description of the material
features and (if applicable) the relative values of the forms of
distribution available under the Plan including the right to make a direct
rollover under Section 8.3(d); and

(b) the Participant consents to the distribution in writing after
the information described above has been provided to him or her, and files
such consent with the Administrator. Distribution to the Participant will
be made or commence as soon as practicable after such consent is received
by the Administrator. The Participant may waive the 30-day notice period
described in (a) above.

ARTICLE 7. LOANS TO PARTICIPANTS

7.1. IN GENERAL. Upon the request of an Eligible Borrower on a form
approved or procedure prescribed by the Administrator and subject to the
conditions of this Article, the Administrator shall direct the Trustee to
make a loan from the Trust to the Eligible Borrower. For purposes of this
Article, an "Eligible Borrower" is:

(a) a Participant who is an Eligible Employee; or

(b) a Participant who is a former Employee and is a "party in
interest" within the meaning of ERISA section 3(14); or

(c) a deceased Participant's Beneficiary who has not yet received
the entire vested portion of the Participant's Accounts and who is a "party
in interest" as described in (b) above.

7.2. RULES AND PROCEDURES. The Administrator shall promulgate such
rules and procedures, not inconsistent with the express provisions of this
Article, as he or she deems necessary to carry out the purposes of this
Article. All such rules and procedures shall be deemed a part of the Plan for
purposes of the Department of Labor's Regulations Section 2550.408b-1(d).

<PAGE>

7.3. MAXIMUM AMOUNT OF LOAN. The following limitations shall apply in
determining the amount of any loan to an Eligible Borrower hereunder:

(a) The amount of the loan, together with any other outstanding
indebtedness under this Plan or any other qualified retirement Plan of the
Corporation, any Affiliated Corporation or any Subsidiary, shall not exceed
$50,000 reduced by the excess of (i) the highest aggregate outstanding loan
balance of the Eligible Borrower from such Plans during the one-year period
ending on the day prior to the date on which the loans are made, over (ii)
the Eligible Borrower's outstanding loan balance from such Plans
immediately prior to the loan.

(b) The amount of the loan shall not exceed 50 percent of the
Eligible Borrower's Accounts, determined as of the date of the loan.

(c) No loan may exceed the aggregate value of the Participant's
Basic Pre-Tax Contribution Account, Supplemental Pre-Tax Contribution
Account, Employer Contribution Account, Rollover Contribution Account and
Transfer Contribution Account (excluding any amount contributed by the
Participant on an after-tax basis).

7.4. MINIMUM AMOUNT OF LOAN; NUMBER OF LOANS; FREQUENCY OF LOANS; FEES
FOR LOANS. The minimum amount of any single loan under the Plan shall be
$1,000. A Participant may have only two loans outstanding at any time under
the Plan or under any other plan referred to in Section 3.5. The
Administrator may charge a loan fee and such fee may be charged to the
Participant's Accounts or taken from the loan proceeds.

7.5. NOTE; SECURITY; INTEREST. Each loan shall be evidenced by a note
signed by the Eligible Borrower, a Participant Credit Agreement, or other
legally enforceable evidence of indebtedness ("Note"). The Note shall be an
asset of the Trust which shall be allocated to the Accounts of the Eligible
Borrower, and shall for purposes of the Plan be deemed to have a value at any
given time equal to the unpaid principal balance of the Note plus the amount
of any accrued but unpaid interest. The Note shall be secured by that
portion of the Accounts represented by the Note (not to exceed 50% of the
Eligible Borrower's vested interest in his or her Accounts determined as of
the date of the loan). The loan shall bear interest at an annual percentage
interest rate to be determined by the Administrator. In determining the
interest rate, the Administrator shall take into consideration interest rates
currently being charged by persons in the business of lending money with
respect to loans made in similar circumstances.

7.6. REPAYMENT. Each loan made to an Eligible Borrower who is
receiving regular payments of Compensation from the Corporation shall be
repayable by payroll deduction. Loans made to other Eligible Borrowers (and,
in all events, where payroll deduction is no longer practicable) shall be
repayable in such manner as the Administrator may from time to time
determine. In each case payments shall be made not less frequently than
quarterly, over a specified term (as determined by the Administrator) not to
extend beyond the earlier of five years from the date of the loan or the
Participant's anticipated retirement date, with substantially level
amortization (as that term is used in Code section 72(p)(2)(C)). Where the
loan is being applied toward the purchase of a principal residence for the
Eligible Borrower, the term for repayment shall not extend beyond the earlier
of 15 years from the date of the loan or the Participant's

<PAGE>

anticipated retirement date. An Eligible Borrower may prepay the full
balance of an outstanding loan at any time by delivering to the Trustee a
certified check in the amount of such remaining balance and any accrued but
unpaid interest. An Eligible Borrower may also refinance an outstanding
loan, provided the limits under Section 7.3 allow the Borrower to borrow an
amount equal to, or greater than the balance due on the outstanding loan.

7.7. REPAYMENT UPON DISTRIBUTION. If, at the time benefits are to be
distributed (or to commence being distributed) to an Eligible Borrower with
respect to a separation from service, there remains any unpaid balance of a
loan hereunder, such unpaid balance shall, to the extent consistent with
Department of Labor regulations, become immediately due and payable in full.
Such unpaid balance, together with any accrued but unpaid interest on the
loan, shall be deducted from the Eligible Borrower's Accounts, subject to the
default provisions below, before any distribution of benefits is made.
Except as is provided in Section 7.1 or as may be required in order to comply
(in a manner consistent with continued qualification of the Plan under Code
section 401(a)) with Department of Labor regulations, no loan shall be made
to an Eligible Borrower under this Article after the Eligible Borrower incurs
a separation from service whether or not he or she has begun to receive
distribution of his or her Accounts.

<PAGE>

7.8. DEFAULT. In the event of a default in making any payment of
principal or interest when due under the Note evidencing any loan under this
Article, if such default continues for more than 90 days after written notice
of the default by the Trustee, the unpaid principal balance of the Note shall
immediately become due and payable in full. Such unpaid principal, together
with any accrued but unpaid interest, shall thereupon be deducted from the
Eligible Borrower's Accounts, subject to the further provisions of this
Section. The amount so deducted shall be treated as distributed to the
Eligible Borrower and applied by the Eligible Borrower as a payment of the
unpaid interest and principal (in that order) under the Note evidencing such
loan. In no event shall the Administrator apply the Eligible Borrower's
Accounts to satisfy the Eligible Borrower's repayment obligation, whether or
not he or she is in default, unless the amount so applied otherwise could be
distributed in accordance with the Plan. Default distributions under this
Section 7.8 shall be subject to such further conditions and limitations as
the Administrator may establish from time to time and apply on a uniform
basis.

7.9. NONDISCRIMINATION. Loans shall be made available under this
Article to all Eligible Borrowers on a reasonably equivalent basis.

7.10. SOURCE OF LOAN PROCEEDS. The proceeds for a loan shall be drawn
first from the Eligible Borrower's Supplemental Pre-Tax Contribution Account,
then from his or her Rollover Contribution Account established pursuant to
Section 12.1 (if any), then from his or her Transfer Contribution Account
established pursuant to Section 12.4 (if any), then from his or her Basic
Pre-Tax Contribution Account, and then from his or her Employer Contribution
Account, in each case drawing proportionately from the Investment Funds
(other than Company Stock) in which the applicable Account is invested until
such Investment Funds are exhausted, and then drawing from the applicable
Account the Company Stock held in each such Account.

7.11. REINVESTMENT OF LOAN REPAYMENTS. Loan repayments shall be made to
the Eligible Borrower's Accounts from which the proceeds were drawn under
Section 7.10 in proportion that the loan was taken from each such Account at the
origination of the loan. Within each such Account, the proceeds will be
invested in accordance with the investment instructions or restrictions
applicable at the time of each loan repayment. If the Eligible Borrower is not
currently making contributions to any such Account at the time of loan
repayment, the proceeds will be invested within such Account in accordance with
any previous instructions on file with the Trustee for the investment of
contributions in such Account, and if there are no such instructions on file,
the proceeds will be invested in the default Investment Fund(s) then in effect
under Section 5.8. The Participant may change his or her investment
instructions in accordance with Section 5.7 for purposes of reinvesting the loan
repayments even if he or she is not then making contributions to the Plan. All
such proceeds (other than proceeds repaid to and invested in a Basic Pre-Tax
Contribution Account or an Employer Contribution Account by a Participant who
has not yet reached the age of 50) shall for purposes of Sections 5.4, 5.5 and
5.6 be considered to be unrestricted as to investment and may be invested in any
of the Investment Funds then available under the Plan.

<PAGE>

ARTICLE 8. BENEFITS UPON RETIREMENT, DEATH OR
SEPARATION FROM SERVICE

8.1. RETIREMENT OR SEPARATION FROM SERVICE FOR REASONS OTHER THAN
DEATH. Following a Participant's retirement or separation from the service
with the Corporation, all Affiliated Corporations and all Subsidiaries for
any reason other than death, the Participant will receive the value of his or
her Accounts in a single sum payment unless he or she elects an annuity under
Section 8.3 (b) or a direct rollover under Section 8.3(d). To the extent
that the Participant's Accounts hold Company Stock, he or she may receive the
distribution in whole shares of Company Stock and cash for any fractional
share.

8.2. TIME OF DISTRIBUTIONS. Distribution with respect to a
Participant's separation from service (other than on account of death or
retirement) normally will be made or commence as soon as practicable after
such separation. The Employer Contribution made on the Participant's behalf
under Section 3.5 for the Plan Year will be based on the Point Value
determined for the prior Plan Year and distributed to the Participant in cash
or Company Stock, at the Participant's election. Except as provided in the
last sentence of this Section 8.2, in the case of a Participant whose
Accounts are valued in excess of $3,500 and who has not yet attained age 65,
however, distribution may not be made under this Section unless:

(a) between the 30th and 90th day prior to the date distribution
is to be made or commence, the Administrator notifies the Participant in
writing that he or she may defer distribution until the April 1 after the
Plan Year in which he or she attains age 70 and provides the Participant
with a written description of the material features and (if applicable) the
relative values of the forms of distribution available under the Plan; and

The value of a Participant's Accounts will be considered to be in excess of
$3,500 if the value exceeds such amount at the time of the distribution in
question or exceeded such amount at the time of any prior distribution to the
Participant under the Plan. The Participant may elect to defer the
distribution of his or her Accounts until any subsequent date, but not later
than the April 1 after the Plan Year in which he or she attains age 70.

A Participant who is eligible for retirement under the terms of the
Abbott Laboratories Annuity Retirement Plan will normally receive a
distribution as soon as practicable after the end of the Plan Year in which
he or she retires and following the crediting of the Employer Contribution
determined under Section 3.5 for such Plan Year. Such Participant may elect
to receive the distribution in the calendar year in which he or she retires,
in which event the Employer Contribution made on the Participant's behalf
under Section 3.5 will be based on the Point Value determined for the prior
Plan Year and distributed to the Participant in cash. Alternatively, the
Participant may elect to defer the distribution of his or her Accounts until
any date, but no later than the April 1 after the Plan Year in which he or
she attains age 70. Unless the Participant otherwise elects, the payment of
benefits under the Plan to the Participant will

<PAGE>

begin not later than the 60th day after the latest of the close of the Plan
Year in which: (A) the date on which the Participant attains the earlier of
age 65 or the normal retirement age specified under the Plan, (B) occurs the
10th anniversary of the year in which the Participant commenced participation
in the Plan, or (C) the Participant terminates his service with the Employer.

8.3. AMOUNT AND MANNER OF DISTRIBUTION. A Participant who is eligible
for a distribution from the Plan under this Article 8, may, subject to
subsection (c), elect to receive his or her benefit in one or more of the
following forms:

(a) SINGLE SUM PAYMENT. In the case of a distribution to be made
in a single sum, the amount of such distribution shall be determined as of
the Valuation Date which immediately precedes or coincides with the date
distribution is to be made.

(b) ANNUITY PURCHASED FOR CERTAIN AMOUNTS. Monthly payments may
be made from a single premium annuity contract purchased for the
Participant with all or any portion of the value of the following Accounts:
(i) for all Participants, the value of the Participant's Accounts as of
December 31, 1995 and (ii) for a Participant who is a MediSense Employee
(as defined in Section 15.34(e)) the value of that Participant's MediSense
Account (as defined in Section 6.3) as of August 1, 1997. The provisions
of such annuity contract shall be subject to the following:

(A) With respect to those Participants described in Section
8.3(b)(i), the payment forms under an annuity contract shall
include: (1) an annuity payable for the life of the Participant;
(2) an annuity payable for life with a refund feature; (3) an
annuity payable over the joint lives of the Participant and another
person designated by the Participant, provided such person (if not
the Participant's spouse) is not more than 30 years younger than
the Participant; or (4) an annuity payable for life and a period
provided such period certain does not extend beyond the
Participant's 85th birthday.

(B) With respect to those Participants described in Section
8.3(b)(ii), the payment forms under an annuity contract shall
include: (1) an annuity payable for the life of the Participant;
(2) an annuity payable for the life of the Participant with a
refund feature; (3) an annuity payable over the joint lives of the
Participant and another person designated by the Participant,
provided such person (if not the Participant's spouse) is not more
than 30 years younger than the Participant; or (4) an annuity
payable for the greater of the Participant's life or 120 monthly
payments.

(C) Each such annuity contract shall be nontransferable except
by surrender to the issuing insurance company and shall provide for
a monthly payment of not less than twenty five dollars ($25).

(D) The Administrator may cause an annuity contract to be
assigned or delivered to the person or persons then entitled to
payments under it, but prior to the assignment or delivery of an
annuity contract, it shall be rendered nontransferable and, at the
Administrator's discretion, may be rendered non-commutable.

<PAGE>

(E) Beginning January 1, 1985, if a Participant is married on
his or her Annuity Starting Date, and the Participant has elected
to have his or her benefits distributed by purchase of an annuity
contract, the value of the Participant's Accounts (or MediSense
Account, as the case may be) will be applied to purchase a joint
and survivor annuity (as defined herein), unless the Participant
has made an election to waive that form of annuity. A "joint and
survivor annuity" is an annuity payable for the life of the
Participant, with a survivor annuity payable for the life of his or
her spouse of one-half of the amount payable during the joint lives
of the Participant and his or her spouse. A Participant may make a
written election to waive the joint and survivor annuity at any
time during the 90-day period ending on his or her Annuity Starting
Date. Such an election will be effective only if the Participant's
spouse consents to the election in writing, and such consent
acknowledges the effect of the waiver and is witnessed by a Plan
representative or a notary public. Within a reasonable time before
a Participant's Annuity Starting Date, the Administrator shall
provide the Participant with a written explanation of the terms and
conditions of the joint and survivor annuity, the Participant's
right to make, and the effect of, a revocation of such a waiver.
An election under this subsection may be revoked by a Participant
at any time prior to his or her Annuity Starting Date. If a
Participant has elected to waive the joint and survivor annuity,
his or her Account balances will be distributed under one of the
annuity forms of payment described in Section 8.3(b)(i) or
8.3(b)(ii) above, as the Participant elects.

(c) CASHOUT OF SMALL BENEFITS. If the value of a Participant's
Accounts is $3,500 or less, distribution shall be made to the Participant
in a single sum payment as soon as practicable following the Participant's
separation from service. The amount of such distribution shall be
determined as of the Valuation Date immediately preceding or coinciding
with the date the distribution is to be made. The Participant's Accounts
will not be considered to be valued at $3,500 or less, if the value of such
Accounts at the time in question or at the time of any prior distribution
to the Participant under the Plan exceeds such amount.

(d) DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS. If a
Participant or an Alternate Payee of the Participant is entitled to an
eligible rollover distribution within the meaning of Code section 402(c)(4)
under (a) or (b) above, he or she may elect to have all or a portion of
such distribution (but not less than the minimum amount required to be
transferred under Treasury regulations pertaining to the treatment of
eligible rollover distributions) transferred to another qualified plan, an
individual retirement account, or an individual retirement annuity, or any
other eligible retirement plan within the meaning of Code section
402(c)(8)(B). Such distribution may be made in the form of a direct
rollover or by other means prescribed by regulations which satisfy the
requirements for a direct payment to the eligible retirement plan so
specified. The Administrator shall not

<PAGE>

be obliged to honor any transfer instruction under this Section that
specifies more than one transferee.

8.4. DISTRIBUTIONS AFTER A PARTICIPANT'S DEATH.

(a) DEATH PRIOR TO SEPARATION FROM SERVICE. If a Participant dies
prior to his or her separation from the service with the Corporation, all
Affiliated Corporations and all Subsidiaries, the Participant's Beneficiary
will receive the Participant's Accounts in a single sum payment as soon as
practicable after the end of the Plan Year in which the Participant's death
occurs; provided, however, the Beneficiary may elect to receive the
distribution in the Plan Year in which the Participant's death occurred, in
which event the Employer Contribution made on behalf of the Participant
under Section 3.5 for such Plan Year shall be based on the Point Value
determined for the prior Plan Year and shall be distributed in cash.
Distribution must be made to a Beneficiary who is not the Participant's
spouse no later than December 31 of the calendar year following the year of
the Participant's death. If the Beneficiary is the Participant's spouse,
the Beneficiary may elect to defer receipt of the distribution of the
Participant's Accounts until any date, but no later than the December 31 of
the Plan Year in which the Participant would have attained age 70.

(b) DEATH AFTER SEPARATION FROM SERVICE. If a Participant dies
after separation from service but before the complete distribution of his
or her Accounts has been made, the Participant's Beneficiary will receive
the value of the Participant's Accounts. Distribution will be made in a
single sum payment as soon as practicable after the Participant's death
(but no later than December 31 of the calendar year following the year of
the Participant's death); provided, however, that if distribution to the
Participant had begun following his or her separation from service in a
form elected by the Participant, distribution will continue to be made to
the Beneficiary at least as rapidly in such form unless the Beneficiary
elects to receive distribution in cash in a single sum as soon as
practicable following the Participant's death. Any such election must be
made on a form approved by the Administrator and must be received by the
Administrator within such period following the Participant's death as the
Administrator may prescribe. To the extent the Participant's Accounts held
Company Stock at the time of the proposed distribution, the Beneficiary may
receive the distribution in whole shares of Company Stock and cash for any
fractional share.

(c) CASHOUT OF SMALL BENEFITS. If a Participant dies and the
value of a Participant's Accounts is $3,500 or less, distribution shall be
made to the Beneficiary in a single sum payment as soon as practicable
following the Participant's death (but in no event later than the 60th day
following the close of the Plan Year in which such death occurs) or such
later date on which the amount of the distribution can be determined by the
Administrator. The amount of such distribution shall be determined as of
the Valuation Date immediately preceding or coinciding with the date the
distribution is to be made. The Participant's Accounts will not be
considered to be valued at $3,500 or less, if the value of such Accounts at
the time in question or at the time of any prior distribution to the
Participant under the Plan exceeds such amount.

(d) DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS. If a
Beneficiary who is the spouse of a deceased Participant is entitled to an
eligible rollover distribution within the meaning of Code section 402(c)(4)
under (a) or (b) above, he or she may elect to have all

<PAGE>

or a portion of such distribution (but not less than the minimum amount
required to be transferred under Treasury regulations pertaining to the
treatment of eligible rollover distributions) transferred to an individual
retirement account or an individual retirement annuity. Such distribution
may be made in the form of a direct rollover or by other means prescribed
by regulations which satisfy the requirements for a direct payment to the
eligible retirement plan so specified. The Administrator shall not be
obliged to honor any transfer instruction under this Section that specifies
more than one transferee.

Any distribution to a Beneficiary under this Section in the form of a single sum
shall be determined as of the Valuation Date immediately preceding or coinciding
with the date distribution is to be made.

8.5. DESIGNATION OF BENEFICIARY. Subject to the provisions of this
Section, a Participant's Beneficiary shall be the person or persons (or entity
or entities), if any, designated by the Participant from time to time on a form
or in a manner approved by the Administrator. In the absence of an effective
Beneficiary designation, a Participant's Beneficiary shall be his or her
surviving spouse, if any, or if none, the Participant's issue, or if none, the
Participant's estate. A non-spouse Beneficiary designation by a Participant who
is married at the time of his or her death shall not be effective unless

(a) prior to the Participant's death, the Participant's surviving
spouse consented to and acknowledged the effect of the Participant's
designation of a specific non-spouse Beneficiary (including any class of
Beneficiaries or any contingent Beneficiaries) in a written form approved
by the Administrator and witnessed by a notary public or Plan
representative; or

(b) it is established by the Participant prior to his or her death
(by furnishing the Administrator with a sworn statement), that the required
consent may not be obtained because there is no spouse, because the spouse
cannot be located, or because of such other circumstances as the Secretary
of the Treasury may prescribe; or

(c) the spouse had earlier executed a general consent form
permitting the Participant (i) to select from among certain specified
persons without any requirement of further consent by the spouse (and the
Participant designates a Beneficiary from the specified list), or (ii) to
change his or her Beneficiary without any requirement of further consent by
the spouse. Any such general consent shall be on a form approved by the
Administrator, and must acknowledge that the spouse has the right to limit
consent to a specific Beneficiary and that the spouse voluntarily elects to
relinquish such right.

Any consent and acknowledgment by a spouse, or the establishment that the
consent and acknowledgment cannot be obtained, shall be effective only with
respect to such spouse, but shall be irrevocable once made.

<PAGE>

ARTICLE 9. ADMINISTRATION

9.1. BOARD OF REVIEW. The Board of Review, except where such are
specifically reserved to the Board of Directors, shall have all powers,
duties and obligations (whether imposed, granted or reserved and whether
explicit or implicit) which are lodged in the Corporation under the Trust, or
the Plan, or any supplement to the Plan or by law or regulations. It shall
perform all functions specifically assigned to it under the Plan and under
the Trust created pursuant to the Plan. The Board of Review at its sole
discretion may delegate or redelegate any responsibility which it is able to
exercise, and may revoke such delegations at its sole discretion.

9.2. ADMINISTRATOR. The Administrator will be the "administrator" of
the Plan as defined in Section 3(16)(A) of ERISA and a "named fiduciary" for
purposes of Section 402(a)(1) of ERISA with authority to control and manage
the operation and administration of the Plan, and will be responsible for
complying with all of the reporting and disclosure requirements of Part 1 of
Subtitle B of Title I of ERISA. The Administrator will not, however, have
any authority over the investment of assets of the Trust or the selection of
Investment Funds.

9.3. POWERS OF ADMINISTRATOR. The Administrator will have full power
to administer the Plan in all of its details and, other than the selection of
Investment Funds, subject, however, to the requirements of ERISA. For this
purpose the Administrator's power will include, but will not be limited to,
the following discretionary authority:

(a) to make and enforce such rules and regulations as the
Administrator deems necessary or proper for the efficient administration of
the Plan or as required to comply with applicable law;

(b) to interpret and enforce the Plan in accordance with the terms
of the Plan (including the rules and regulations adopted under subsection
(a)) and to make factual determinations thereunder, including the
discretionary power to determine the rights or eligibility of Employees or
Participants and any other persons, and the amount, if any, of their
benefits under the Plan, and to construe or interpret disputed, ambiguous,
or uncertain terms;

(c) to compute the amounts to be distributed under the Plan, to
determine the person or persons to whom such amounts are to be distributed,
and to make equitable adjustments for mistakes or errors;

(d) to authorize the payment of distributions, to compromise and
settle any disputed claim, and to direct the Trustee to make such payments
from the Trust;

(e) to keep such records and submit such filings, elections,
applications, returns or other documents or forms as may be required under
the Code, ERISA and applicable regulations, or under other federal, state
or local law and regulations;

<PAGE>

(f) to allocate and delegate the ministerial duties and
responsibilities of the Administrator and to appoint such agents, counsel,
accountants, consultants, actuaries, insurance companies and other persons
as may be required or desired to assist in administering the Plan;

(g) by written instrument, to allocate and delegate his or her
fiduciary responsibilities in accordance with ERISA section 405; and

(h) to furnish each Employer with such information and data as may
be required by it for tax and other purposes in connection with the Plan.

Actions taken in good faith by the Administrator shall be binding
and conclusive on all parties.

9.4. NONDISCRIMINATORY EXERCISE OF AUTHORITY. Whenever, in the
administration of the Plan, any discretionary action by the Administrator is
required, the Administrator shall exercise his or her authority in a
nondiscriminatory manner so that all persons similarly situated will receive
substantially the same treatment.

9.5. RELIANCE ON TABLES, ETC. In administering the Plan, the
Administrator will be entitled, to the extent permitted by law, to rely
conclusively on all tables, valuations, certificates, opinions and reports which
are furnished by any accountant, trustee, counsel, actuary, insurance company or
other expert who is employed or engaged by the Administrator or by the
Corporation on the Administrator's behalf.

9.6. CLAIMS AND REVIEW PROCEDURES. The Administrator shall adopt
procedures for the filing and review of claims in accordance with ERISA
section 503.

9.7. INDEMNIFICATION. The Corporation agrees to indemnify and defend to
the fullest extent of the law any of its employees or former employees who
serves or has served as Administrator or as a member of the Board of Review or
who has been appointed to assist the Administrator or the Board of Review in
administering the Plan or to whom the Administrator or the Board of Review has
delegated any duties or responsibilities against any liabilities, damages, costs
and expenses (including attorneys' fees and amounts paid in settlement of any
claims approved by the Corporation) occasioned by any act or omission to act in
connection with the Plan, if such act or omission to act is in good faith.

9.8. EXPENSES AND COMPENSATION. No compensation shall be paid to the
Administrator or any assistant who is a full-time employee of the Corporation,
an Affiliated Corporation or a Subsidiary, but the Administrator and his or her
assistants shall be reimbursed for all expenses reasonably incurred in the
administration of the Plan. Such expenses shall be charged to the Trust and
paid first out of the dividends paid on Company Stock held in the Unallocated
Account and then from Employer Contributions prior to allocation under Section
3.5, unless the Employers pay such expenses directly. To the extent that any
recordkeeping expense, withdrawal charge, loan fee or check fee is specifically
attributable to a Participant's Accounts, such expenses may be charged to the
Accounts of such Participant.

9.9. NOTICES; PARTICIPANT INFORMATION. Any notice required to be given
to or any document required to be filed with the Administrator, the Trustee or a
Co-Trustee will be given

<PAGE>

or filed properly if mailed by registered mail, postage prepaid, or
delivered, to the Administrator, the Trustee or Co-Trustees, as the case may
be, in care of the Corporation at Abbott Park, Illinois. Participants (and
their Beneficiaries) must furnish to the Administrator such evidence, data,
or information as they consider necessary or desirable for the purpose of
administering the Plan, and the provisions of the Plan for each person are
upon the condition that he or she will furnish full, true and complete
evidence, data and information requested by the Administrator.

ARTICLE 10. AMENDMENT AND TERMINATION

10.1. AMENDMENT. The Corporation reserves the power (and may and hereby
does specifically delegate a portion of the power to the Board of Review) at
any time or times to amend the provisions of the Plan and Trust to any extent
and in any manner that it may deem advisable. The Corporation specifically
reserves the right to amend Article 5 with respect to the investment of
Participant Accounts. However, the Corporation will not have the power:

(a) to amend the Plan or Trust in such manner as would cause or
permit any part of the assets of the Trust to be diverted to purposes other
than for the exclusive benefit of each Participant and his or her
Beneficiary (except as permitted by Section 14.3 with respect to Qualified
Domestic Relations Orders, or by Section 3.9 with respect to the return of
contributions upon nondeductibility or mistake of fact), unless such
amendment is required or permitted by law, governmental regulation or
ruling; or

(b) to amend the Plan or Trust retroactively in such a manner as
would reduce the accrued benefit of Code Section 411(d)(6)) of any
Participant, except as otherwise permitted or required by law; or

All major amendments and all decisions or amendments which are
reasonably expected to have the effect of suspending or terminating Employer
contributions, of suspending or terminating payment of benefits to
Participants or Beneficiaries, or of terminating the Plan shall be made by
the Board of Directors. All other amendments shall be made by the Board of
Review. The Board of Directors may delegate additional authority to the
Board of Review.

For the purposes of the foregoing, a "major amendment" is defined to be any
amendment which will increase the average cost of the Plan to the Employers
(whether through the increase of Employer contributions or otherwise) by an
amount in excess of $500,000 per annum over the three full Plan Years next
succeeding the effective date of the amendment. Determination of whether an
amendment is a major amendment or a decision or amendment which is reasonably
"to have the effect of suspending or terminating Employer contributions, of
suspending or terminating payment of benefits, or of terminating the Plan" shall
be made by the Board of Review after obtaining such advice from such legal or
tax counsel and the advice of such

<PAGE>

actuarial consultants as the Board of Review may deem appropriate. The
secretary of the Board of Review shall maintain detailed minutes reflecting the
advice (if any) so received by the Board of Review and the decisions reached by
it regarding each amendment adopted by it.

10.2. TERMINATION. The Corporation has established the Plan and
authorized the establishment of the Trust with the bona fide intention and
expectation that contributions will be continued indefinitely, but the
Corporation will have no obligation or liability whatsoever to maintain the Plan
for any given length of time and may discontinue contributions under the Plan or
terminate the Plan at any time by written notice delivered to the Trustee and
Co-Trustees without liability whatsoever for any such discontinuance or
termination. Upon termination or partial termination of the Plan, or upon
complete discontinuance of contributions under the Plan, the rights of all
affected employees to benefits accrued to the date of such termination, partial
termination, or discontinuance, to the extent funded as of such date, or the
amounts credited to the employees' accounts, shall be nonforfeitable.

10.3. DISTRIBUTIONS UPON TERMINATION OF THE PLAN. Upon termination of
the Plan by the Corporation, the Trustee will distribute to each Participant (or
other person entitled to distribution) the value of the Participant's Accounts
determined as of the Valuation Date coinciding with or next following the date
of the Plan's termination. However, if a successor Plan is established within
the meaning of Code section 401(k)(2)(B)(i)(II), Accounts shall be distributed
to Participants and their Beneficiaries only in accordance with Article 6
relating to in-service withdrawals and upon the actual separation from service
by the Participant.

10.4. MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS. In case
of any merger or consolidation of the Plan with, or transfer of assets and
liabilities of the Plan to, any other Plan, provision must be made so that each
Participant would, if the Plan then terminated, receive a benefit immediately
after the merger, consolidation or transfer which is equal to or greater than
the benefit he or she would have been entitled to receive immediately before the
merger, consolidation or transfer if the Plan had then terminated.

ARTICLE 11. LIMITS ON CONTRIBUTIONS

11.1. CODE SECTION 404 LIMITS. The sum of the contributions made by the
Employers under the Plan for any Plan Year shall not exceed the maximum amount
deductible under the applicable provisions of the Code (all such contributions
being hereby conditioned on their deductibility under Code section 404).

11.2. CODE SECTION 415 LIMITS.

(a) The "annual addition" (within the meaning of Code section
415(c)(2) and the Regulations thereunder) to a Participant's Accounts under
the Plan for any limitation year, when added to the annual additions to his
or her accounts for such limitation year (as defined below) under all other
defined contribution plans maintained by the Corporation, all other
Affiliated Corporations and all Subsidiaries, shall not exceed the lesser
of (i) $30,000 (or, if greater, one-fourth of the limitation in effect for
the limitation year under Code section 415(b)(1)(A)), or (ii) 25 percent of
the Participant's Compensation for such limitation year. In the case of a
Participant who also participates in a defined benefit Plan

<PAGE>

maintained by the Corporation, any Affiliated Corporation or any
Subsidiary, the annual addition for a limitation year will, if necessary,
be further limited so that the sum of the Participant's "defined
contribution fraction" (as determined under Code section 415(e) and the
regulations thereunder, including any special transition rules) and his or
her "defined benefit plan fraction" (as determined under Code
section 415(e) and the regulations thereunder) for such limitation year
does not exceed 1.0. For purposes of determining the Code section 415
limits under the Plan, the "limitation year" shall be the calendar year.
For purposes of this Article 11, the term "Subsidiary" shall mean any
corporation, partnership, joint venture or business trust, more than
fifty percent (50%) of which is owned, directly or indirectly, by the
Corporation.

(b) To the extent necessary to satisfy the limitations of Code
section 415 for any Participant, the annual addition which would otherwise
be made on behalf of the Participant under the Plan shall be reduced only
after the Participant's benefit is reduced under any and all qualified
defined benefit plans, and after the Participant's annual addition is
reduced under any other defined contribution plan. The Participant's
annual addition under this Plan shall be reduced, by reducing and refunding
to Participant, first, his or her Supplemental After-Tax Contributions,
then his or her Supplemental Pre-Tax Contributions, then his or her Basic
After-Tax Contributions, and then his or her Basic Pre-Tax Contributions
for the limitation year. Any After-Tax Contribution that is refunded will
be adjusted for income or loss pursuant to Regulation section 1.401(m)-1(e)
(3)(ii) and any Pre-Tax Contribution that is refunded will be adjusted for
income or loss pursuant to Regulation section 1.401(l)-1(f)(4)(ii). Any
Employer Contribution based upon such Basic After-Tax Contributions or
Basic Pre-Tax Contributions shall also be reduced, and the amount by which
the Employer Contribution is reduced will remain part of the assets of the
Trust and allocated to the Participants' Employer Contribution Accounts in
the following year at the same time and in the same manner as Employer
Contributions are allocated under Section 3.5. If further adjustments are
required, any Qualified Nonelective Employer Contribution for the
Participants' benefit shall be reduced and the amount by which it is
reduced will remain part of the Trust and allocated to the Participants'
Employer Contribution Accounts in the following year at the same time and
in the same manner as Employer Contributions are allocated under Section
3.5.

(c) If, as the result of a reasonable error in estimating a
Participant's Compensation for a Plan Year or limitation year or under such
other facts and circumstances as may be permitted under regulation or by
the Internal Revenue Service, the annual addition under the Plan for a
Participant would cause the Code section 415 limitations for a limitation
year to be exceeded, the excess amounts in the Participant's Accounts will
be used to reduce Employer Contributions for the next limitation year (and
succeeding limitation years, as necessary) for that Participant if such
Participant is covered by the Plan as of the end of the limitation year.
However, if the Participant is not covered by the Plan as of the end of the
limitation year, the excess amounts will not be distributed to Participants
or former Participants, but will be held unallocated for that limitation
year in a suspense account. If the suspense account is in existence at any
time during any subsequent limitation year, all amounts in the suspense
account will be allocated to the Accounts of all Participants in proportion
to their relative earnings and service points (as determined under Section
3.5 above) for the subsequent limitation year, before any other
contributions which would be part of an annual addition are made to the

<PAGE>

Plan for the subsequent limitation year. No investment gains or losses
will be allocated to any suspense account described in this paragraph.

11.3. CODE SECTION 402(g) LIMITS.

(a) IN GENERAL. The maximum amount of Pre-Tax Contributions made
on behalf of any Participant for any calendar year, when added to the
amount of elective deferrals (within the meaning of Code section 402(g)(3))
under all other plans, contracts and arrangements of the Corporation, all
Affiliated Corporations and all Subsidiaries with respect to the
Participant for the calendar year, shall in no event exceed the maximum
applicable limit in effect for the calendar year under Code section
402(g)(1).

(b) DISTRIBUTION OF EXCESS DEFERRALS. In the event that an amount
is included in a Participant's gross income for a taxable year as a result
of an excess deferral under Code section 402(g), and the Participant
notifies the Administrator on or before the March 1 following the taxable
year that all or a specified part of a Pre-Tax Contribution made or to be
made for his or her benefit represents an excess deferral, the
Administrator shall make every reasonable effort to cause such excess
deferral, adjusted for allocable income or loss in accordance with
Regulation section 1.402(g)-1(d)(5), to be distributed to the Participant
no later than the April 15 following the calendar year in which such excess
deferral was made. No distribution of an excess deferral shall be made
during the taxable year in which the excess deferral was made unless the
correcting distribution is made after the date on which the Plan received
the excess deferral and both the Participant and the Plan designate the
distribution as a distribution of an excess deferral. The amount of any
excess deferrals that may be distributed to a Participant for a taxable
year shall be reduced by the amount of Pre-Tax Contributions that were
excess contributions and were previously distributed to the Participant for
the Plan Year beginning with or within such taxable year.

11.4. CODE SECTION 401(k)(3) LIMITS.

(a) ACTUAL DEFERRAL RATIOS. For each Plan Year, the Administrator
will determine the "actual deferral ratio" for each Participant who is
eligible for Pre-Tax Contributions. The actual deferral ratio shall be the
ratio, calculated to the nearest one-hundredth of one percent, of the
Pre-Tax Contributions made on behalf of the Participant for the Plan Year
to the Participant's Compensation for the applicable period. For purposes
of determining a Participant's actual deferral ratio,

(i) Pre-Tax Contributions will be taken into account only to the
extent permitted by Regulation section 1.401(k)-1(b)(6) and to the
extent required by Regulation section 1.402(g)-1(d)(1);

(ii) If an eligible Highly Compensated Employee is subject to
the family aggregation rules of Code section 414(q)(6) because such
Employee is either a five percent owner or one of the ten most
highly paid employees, the family group shall be treated as a
single Highly Compensated Employee with an actual deferral ratio
determined by combining the Pre-Tax Contributions (and any amounts
treated as Pre-Tax Contributions) and Compensation of all the
eligible family

<PAGE>

members.

(iii) The applicable period for each Participant for a given
Plan Year shall be that portion of the 12-month period ending on
the last day of such Plan Year during which the individual was a
Participant.

(iv) Employer Contributions may be treated as Pre-Tax
Contributions to the extent permitted by Regulation section
1.401(k)-1(b)(3).

(b) ACTUAL DEFERRAL PERCENTAGES. The actual deferral ratios for
all Highly Compensated Employees who are eligible for Pre-Tax Contributions
for a Plan Year shall be averaged to determine the actual deferral
percentage for the highly compensated group for the Plan Year, and the
actual deferral ratios for all Employees who are not Highly Compensated
Employees but who are eligible for Pre-Tax Contributions for the Plan Year
shall be averaged to determine the actual deferral percentage for the
nonhighly compensated group for the Plan Year. The actual deferral
percentages for any Plan Year must satisfy at least one of the following
tests, which shall be interpreted and applied by the Administrator in a
manner consistent with Regulation section 1.401(k)-1:

(i) The actual deferral percentage for the highly compensated
group does not exceed 125 percent of the actual deferral percentage
for the nonhighly compensated group; or

(ii) The excess of the actual deferral percentage for the highly
compensated group over the actual deferral percentage for the
nonhighly compensated group does not exceed two percentage points,
and the actual deferral percentage for the highly compensated group
does not exceed twice the actual deferral percentage of the
nonhighly compensated group.

If the actual deferral percentages for any Plan Year fail to satisfy the
tests in (i) or (ii) above, the Administrator may, to the extent permitted
by Regulations and for the sole purpose of satisfying those tests, treat
the Plan as two Plans, each covering one or more classifications of
employees (consistent with Code section 410(b) and any regulations
thereunder). The Administrator will then apply the foregoing tests
separately to each such Plan.

(c) ADJUSTMENTS BY ADMINISTRATOR. If, prior to the time all
Pre-Tax Contributions for a Plan Year have been contributed to the Trust,
the Administrator determines that Pre-Tax Contributions are being made at a
rate which will cause the Code section 401(k)(3) limits to be exceeded for
the Plan Year, the Administrator may, in its sole discretion, limit the
amount of Pre-Tax Contributions to be made with respect to one or more
Highly Compensated Employees for the balance of the Plan Year by suspending
or reducing Pre-Tax Contribution elections to the extent the
Administrator deems appropriate. Any Pre-Tax Contributions which would
otherwise be made to the Trust shall instead be paid in cash to the
affected Participant.

(d) EXCESS CONTRIBUTIONS. If the Code section 401(k)(3) limits
have been

<PAGE>

exceeded for a Plan Year after all contributions for the Plan Year
have been made, the Administrator shall determine the amount of excess
contributions with respect to Participants who are Highly Compensated
Employees. To do so, the Administrator shall reduce the actual deferral
ratio of the Highly Compensated Employee with the highest actual deferral
ratio to the extent necessary to (i) enable the Plan to satisfy the
401(k)(3) limits or (ii) cause such Employee's actual deferral ratio to
equal the actual deferral ratio of the Highly Compensated Employee with the
next highest actual deferral ratio, and shall repeat this process until the
Plan no longer exceeds the Code section 401(k)(3) limits. The amount of
excess contributions for each Highly Compensated Employee for the Plan Year
shall equal the amount of Pre-Tax Contributions (plus Employer
Contributions which are treated as Pre-Tax Contributions for purposes of
the Code section 401(k)(3) limits) actually made to the Trust for the Plan
Year, less the product of the (i) the Highly Compensated Employee's reduced
actual deferral ratio as determined under the preceding sentence, and (ii)
his or her Compensation. Any excess contributions will be recharacterized
as After-Tax Contributions or distributed as provided below. In no event
will excess contributions remain unallocated or be allocated to a suspense
account for allocation in a future Plan Year.

(e) RECHARACTERIZATION OF EXCESS CONTRIBUTIONS. At the option of
the Administrator, a Participant's excess contributions may be
recharacterized as After-Tax Contributions, provided the Administrator
complies with the reporting requirements of Treas. Reg. section
1.40l(k)-l(f)(3) for such contributions and such recharacterization occurs
no later than the March 15 following the Plan Year for which the
contributions were made. Recharacterized excess contributions will remain
subject to the nonforfeitability requirements and distribution limitations
that apply to Pre-Tax contributions.

(f) DISTRIBUTION OF EXCESS CONTRIBUTIONS. At the option of the
Administrator, a Participant's excess contributions, adjusted for income or
loss pursuant to Regulation section 1.401(k)-1(f)(4)(ii), will be
designated by the Corporation as a distribution of excess contributions and
distributed to the Participant. Distribution of excess contributions will
be made after the close of the Plan Year to which the contributions relate,
but within 12 months after the close of such Plan Year.

(g) SPECIAL RULES. For purposes of distributing excess
contributions,

(i) the amount of excess contributions that may be distributed
with respect to a Highly Compensated Employee for a Plan Year shall
be reduced by the amount of excess deferrals previously distributed
to the Highly Compensated Employee for his or her taxable year
ending with or within such Plan Year.

(ii) Any distribution of less than the entire amount of excess
contributions with respect to a Highly Compensated Employee shall
be treated as a pro rata distribution of excess contributions and
allocable income or loss.

(iii) The determination and correction of excess contributions
with respect to a Highly Compensated Employee whose actual deferral
ratio is determined pursuant to the family aggregation rules will
be accomplished pursuant to

<PAGE>

Regulation section 1.401(k)-1(f)(5)(iii).

(h) RECORDKEEPING REQUIREMENT. The Administrator, on behalf of
the Corporation, shall maintain such records as are necessary to
demonstrate compliance with the Code section 401(k)(3) limits including the
extent to which qualified matching contributions and Qualified Nonelective
Employer Contributions are taken into account in determining the actual
deferral ratios.

(i) SEPARATE APPLICATION OF LIMITS. The limits described in this
Section 11.4 shall be applied separately with respect to Participants
employed by any Employer which is not an Affiliated Corporation as if such
Participants were participants in a separate plan for purposes of Code
section 401(k).

(j) RULES FOR PRE-TAX CONTRIBUTIONS. The availability of Pre-Tax
Contributions shall not discriminate in favor of Highly Compensated
Employees. Amounts attributable to Pre-Tax Contributions may not be
distributed except in accordance with the terms of the Plan and in no event
earlier than upon one of the following events: (i) the employee's
retirement, death, disability or separation from service; (ii) the
termination of the Plan without establishment or maintenance of another
defined contribution plan; (iii) the employee's attainment of age 59-1/2 or
the employee's hardship; (iv) the sale or other disposition by an adopting
Employer to an unrelated corporation of substantially all of the assets
used in a trade or business, but only with respect to employees who
continue employment with the acquiring corporation and the acquiring
corporation does not maintain the Plan after the disposition; and (v) the
sale or other disposition by an adopting Employer of its interest in a
subsidiary to an unrelated entity but only with respect to employees who
continue employment with the subsidiary and the acquiring entity does not
maintain the Plan after the disposition.

11.5. CODE SECTION 401(M) LIMITS.

(a) ACTUAL CONTRIBUTION RATIOS. For each Plan Year, the
Administrator will determine the "actual contribution ratio" for each
Participant who is eligible for Employer Contributions. The actual
contribution ratio shall be the ratio, calculated to the nearest
one-hundredth of one percent, of the Employer Contributions and After-Tax
Contributions (if any) made on behalf of the Participant for the Plan Year,
to the Participant's Compensation for the Plan Year. For purposes of
determining a Participant's actual contribution ratio,

(i) Employer Contributions will be taken into account only to
the extent permitted by Regulation section 1.401(m)-1(b)(5);

(ii) If an eligible Highly Compensated Employee is subject to
the family aggregation rules of Code section 414(q)(6) because such
Employee is either a five percent owner or one of the ten most
highly paid employees, the family group shall be treated as a
single Highly Compensated Employee with an actual contribution
ratio determined by combining the Employer Contributions, After-Tax
Contributions, Compensation, and any amounts treated as Employer
Contributions of all the eligible family members.

<PAGE>

(iv) Pre-Tax Contributions may be treated as matching
contributions to the extent permitted by Regulation section
1.401(m)-1(b)(2). Any forfeitures which are applied against
Employer Contributions shall be treated as Employer Contributions.

(b) ACTUAL CONTRIBUTION PERCENTAGES. The actual contribution
ratios for all Highly Compensated Employees who are eligible for Employer
Contributions and After-Tax Contributions for a Plan Year shall be averaged
to determine the actual contribution percentage for the highly compensated
group for the Plan Year, and the actual contribution ratios for all
Employees who are not Highly Compensated Employees but who are eligible for
Employer Contributions and After-Tax Contributions for the Plan Year shall
be averaged to determine the actual contribution percentage for the
nonhighly compensated group for the Plan Year. The actual contribution
percentages for any Plan Year must satisfy at least one of the following
tests, which shall be interpreted and applied by the Administrator in a
manner consistent with Regulation sections 1.401(m)-1 and 1.401(m)-2:

(i) The actual contribution percentage for the highly
compensated group does not exceed 125 percent of the actual
contribution percentage for the nonhighly compensated group; or

(ii) The excess of the actual contribution percentage for the
highly compensated group over the actual contribution percentage
for the nonhighly compensated group does not exceed two percentage
points, and the actual contribution percentage for the highly
compensated group does not exceed twice the actual contribution
percentage of the nonhighly compensated group.

If the actual contribution percentages for any Plan Year fail to satisfy
the tests in (i) or (ii) above, the Administrator may, to the extent
permitted by Regulations and for the sole purpose of satisfying those
tests, treat the Plan as two Plans, each covering one or more
classifications of employees (consistent with Code section 410(b) and any
regulations thereunder). The Administrator will then apply the foregoing
tests separately to each such Plan.

(c) MULTIPLE USE OF ALTERNATIVE LIMITATION. In accordance with
Treasury Regulation 1.401(m)-2(c), multiple use of the alternative
limitation which occurs as a result of testing under limitations described
in Sections 11.4 and 11.5 will be corrected in the manner described in
Treasury Regulation 1.401(m)-1(e). The term 'alternative limitation' as
used above means the alternative methods of compliance with Sections 401(k)
and 401(m) of the Code contained in Sections 401(k)(3)(A)(ii)(II) and
401(m)(2)(A)(ii) thereof, respectively.

(d) EXCESS AGGREGATE CONTRIBUTIONS. If the limits of Code section
401(m) have

<PAGE>

been exceeded for a Plan Year after all contributions for the Plan
Year have been made, the Administrator shall determine the amount of
excess aggregate contributions with respect to Participants who are Highly
Compensated Employees. To do so, the Administrator shall reduce the actual
contribution ratio of the Highly Compensated Employee with the highest
actual contribution ratio to the extent necessary to (i) enable the Plan to
satisfy the 401(m) limits or (ii) cause such employee's actual contribution
ratio to equal the actual contribution ratio of the Highly Compensated
Employee with the next highest actual contribution ratio, and shall repeat
this process until the Plan no longer exceeds the Code section 401(m)
limits. The amount of excess aggregate contributions for each Highly
Compensated Employee for the Plan Year shall equal the amount of Employer
Contributions and After-Tax Contributions (plus Pre-Tax Contributions which
are treated as Employer Contributions for purposes of the Code section
401(m) limits) actually made to the Trust for the Plan Year, less the
product of the (i) the Highly Compensated Employee's reduced actual
contribution ratio as determined under the preceding sentence, and (ii) his
or her Compensation. Any excess aggregate contributions will be
distributed as provided below. In no event will excess aggregate
contributions remain unallocated or be allocated to a suspense account for
allocation in a future Plan Year.

(e) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. A
Participant's excess aggregate contributions, adjusted for income or loss
pursuant to Regulation section 1.401(m)-1(e)(3)(ii), will be designated by
the Corporation as a distribution of excess aggregate contributions, and
distributed to the Participant. Distribution of excess aggregate
contributions will be made after the close of the Plan Year to which the
contributions relate, but within 12 months after the close of such Plan
Year. The determination and distribution of excess aggregate contributions
with respect to a Highly Compensated Employee whose actual contribution
ratio is determined pursuant to the family aggregation rules will be
accomplished pursuant to Regulation section 1.401(m)-1(e)(4)(iii).
Distributions under this Section 11.5(e) shall comply with the
nondiscrimination requirements of Code section 401(a)(4).

(f) RECORDKEEPING REQUIREMENT. The Administrator, on behalf of
the Corporation, shall maintain such records as are necessary to
demonstrate compliance with the Code section 401(m) limits, including the
extent to which qualified elective contributions and qualified nonelective
contributions are taken into account in determining the actual contribution
ratios.

(g) SEPARATE APPLICATION OF LIMITS. The limits of this Section
11.5 shall be applied separately with respect to Participants employed by
any Employer which is not an Affiliated Corporation as if such Participants
were participants in a separate plan for purposes of Code section 401(m).

11.6 AGGREGATION RULES. For purposes of Sections 11.4 and 11.5, all
Pre-Tax Contributions, After-Tax Contributions and Employer Contributions made
under two or more plans that are aggregated for purposes of Section 401(a)(4)
and Section 410(b) of the Code (other than Section 410(b)(2)(A)(ii)) are to be
treated as made under a single plan; and if two or more plans are aggregated for
purposes of Section 401(k) or Section 401(m) of the Code, the aggregated plans
must satisfy Section 410(b) and 401(a)(4) of

<PAGE>

the Code as if they were a single plan. A Highly Compensated Employee's
actual deferral percentage under Section 11.4 and actual contribution
percentage under Section 11.5 shall be determined by treating all cash or
deferred arrangements under which such employee is eligible as one
arrangement.

ARTICLE 12. ROLLOVER AND TRANSFER CONTRIBUTIONS

12.1. An Eligible Employee who was formerly a participant in a plan
described in section 401(a) of the Code and exempt from tax under section 501(a)
of the Code (the "Distributing Plan") and who has received a qualified total
distribution prior to, January 1, 1993 (within the meaning of section
402(a)(5)(E)(i) of the Code as in effect prior to January 1, 1993), or for
periods after January 1, 1993, an eligible rollover (within the meaning of
section 402(c)(4) of the Code), from the Distributing Plan (the "distribution")
may, within 60 days of receipt of the distribution from the Distributing Plan,
contribute to the Trust, as a "Rollover Contribution", an amount which

(a) does not exceed the fair market value of the distribution,
reduced by the amount contributed to the Distributing Plan on an after-tax
basis by the Eligible Employee, as determined in accordance with section
72(f) of the Code and the regulations thereunder, such amount to be reduced
by any amounts theretofore distributed to the Eligible Employee which were
not includible in his or her gross income for federal income tax purposes,
and

(b) includes no property other than (i) money received in the
distribution, and (ii) money attributable to other property received in the
distribution which is sold and the proceeds of which are transferred
pursuant to section 402(a)(6)(D) of the Code [after January 1, 1993,
section 402(c)(6)].

The Eligible Employee may also transfer an eligible rollover distribution to the
Plan by way of a direct rollover which satisfies the requirements of section
401(a)(31) of the Code, and such amount shall also be considered a "Rollover
Contribution."

12.2. TRANSFER OF AMOUNT DISTRIBUTED FROM A ROLLOVER IRA. An Eligible
Employee who has received a distribution from an individual retirement account
or individual retirement annuity which qualifies as a distribution described in
Code section 408(d)(3)(A)(ii) may, in accordance with such Code section and
within 60 days of receipt of the distribution from the individual retirement
account or annuity, contribute a portion of the distribution to the Trust as a
Rollover Contribution. To qualify for transfer under this section, the value of
the individual retirement account or individual retirement annuity as the case
may be, must be attributable to a previous rollover contribution from a plan
qualified under Code section 401(a) of the Code or earnings thereon.

12.3. MONITORING OF ROLLOVERS.

(a) The Administrator shall establish such procedures and require
such information from employees seeking to make Rollover Contributions as
it deems necessary to insure that such Rollover Contributions satisfy the
requirements for tax-free rollovers established by conditions of this
Article and the Code and the Regulations.

<PAGE>

(b) No amount may be contributed or transferred under this Article
until approved by the Administrator.

12.4. TRANSFER CONTRIBUTION. Subject to such restrictions and procedures
as the Administrator may prescribe (which, without limitation, may include
restrictions as to the type of plan from which transfers will be permitted),
amounts held for the benefit of an Eligible Employee under a Distributing Plan
may be transferred (the "Transfer Contribution") directly by the Distributing
Plan to this Plan in accordance with the requirements of section 414(l) of the
Code and the Regulations thereunder. A Transfer Contribution Account shall be
established for each Eligible Employee for whom a Transfer Contribution is made.
To the extent determined by the Administrator to be required under section
411(d)(6) of the Code, an Eligible Employee for whom a Transfer Contribution
Account is maintained shall be entitled to distributions and withdrawals from
such Account under provisions not less restrictive than applied under the
Distributing Plan. To the extent the Distributing Plan was subject to the
requirements of Code sections 401(a)(11) and 417, such requirements shall
continue to apply to the transferred amount. Transfers described in the last
sentence of Section 12.1 shall not be allocated to a Transfer Contribution
Account but shall be treated as Rollover Contributions for all purposes.

12.5. TREATMENT OF TRANSFERRED AMOUNT UNDER THE PLAN. An individual who
makes a Rollover Contribution to the Trust or has a Transfer Contribution made
to the Trust on his or her behalf shall not be eligible to make or receive any
other contributions under the Plan until he or she has actually become a
Participant and satisfied the eligibility requirements otherwise applicable to
such contributions. However, for all other purposes under the Plan (including
without limitation, investment directions and distributions), an individual who
makes a Rollover Contribution or for whom a Transfer Contribution has been made
shall be treated as a Participant.

ARTICLE 13. SPECIAL TOP-HEAVY PROVISIONS

13.1. PROVISIONS TO APPLY. The provisions of this Article shall apply
for any top-heavy Plan notwithstanding anything to the contrary in this Plan.

13.2. MINIMUM CONTRIBUTION. For any Plan Year which is a top-heavy plan
year, the Employer shall contribute to the Trust a minimum contribution on
behalf of each Participant who is not a key employee for such year and who has
not separated from service from the Corporation, all Affiliated Corporations and
all Subsidiaries by the end of the Plan Year. The minimum contribution shall,
in general, equal 3 percent of each such Participant's Compensation received
during the Plan Year, but shall be subject to the following special rules:

(a) If the largest contribution on behalf of a key employee for
such year, taking into account only Pre-Tax Contributions and Employer
Contributions, is less than 3 percent of the key employee's Compensation
received during the Plan Year, such lesser percentage shall be the minimum
contribution percentage for Participants who are not key employees. This
special rule shall not apply, however, if this Plan is required to be
included in an aggregation group and enables a defined benefit plan to meet
the requirements of Code section 410(a)(4) or 410.

<PAGE>

(b) No minimum contribution will be required with respect to a
Participant for any period during which the Participant is also covered by
another top-heavy defined contribution plan of the Corporation, an
Affiliated Corporation or a Subsidiary which meets the vesting requirements
of Code section 416(b) and under which the Participant receives the
top-heavy minimum contribution.

(c) No minimum contribution will be required with respect to any
Participant who is also covered by a top-heavy defined benefit plan of the
Corporation, an Affiliated Corporation or a Subsidiary and the Participant
receives the top-heavy defined benefit minimum (within the meaning of Code
section 416(c)(1) and the Regulations thereunder) under such defined
benefit plan.

(d) The minimum contribution with respect to any Participant who
is not a key employee for the particular year will be offset by any
Employer Contributions (but not any other type of contribution) otherwise
made for the Participant's benefit for such year.

(e) Any additional minimum contribution made for the benefit of a
Participant under this Section shall be credited to his or her Employer
Contribution Account as soon as practicable after the close of the Plan
Year for which such contribution is made.

13.3. SPECIAL VESTING SCHEDULE. Each Employee who is a Participant at
any time during a top-heavy plan year shall have a fully vested and
nonforfeitable interest in not less than the percentage of each of his or her
Accounts as set forth in the following vesting schedule, based on the
Participant's Years of Credited Service:

Applicable
Years of Credited Service Nonforfeitable Percentage
------------------------- -------------------------
<S> <C>
less than 2 0%
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 or more 100%
</TABLE>

13.4. ADJUSTMENT TO LIMITATION ON BENEFITS. For purposes of the Code
section 415 limits, the definitions of "defined contribution plan fraction" and
"defined benefit plan fraction" contained therein shall be modified, for any
Plan Year which is a top-heavy plan year, by applying the special rule set forth
in Code section 416(h) of the Code unless (a) the Plan and each plan with which
the Plan is required to be aggregated for top-heavy purposes satisfies the
requirements of Code section 416(h)(2)(A), and (b) such Plan Year would not be a
top-heavy plan year if "90 percent" were substituted for "60 percent" in the
definition of a top-heavy plan year.

13.5. DEFINITIONS. For purposes of these top-heavy provisions, the
following terms have the following meanings:

(a) "key employee" means a key employee described in Code section
416(i)(l), determined on the basis of Compensation; and

<PAGE>

(b) "top-heavy plan year" means a Plan Year if the sum of the
account balances of all key employees under the Plan and each other defined
contribution plan (as of the applicable determination date of each such
Plan) which is aggregated with the Plan, plus the sum of the present values
of the total accrued benefits of all key employees under each defined
benefit plan (as of the applicable determination date of each such plan)
which is aggregated with the Plan exceeds 60 percent of the sum of such
amounts for all Employees (including, for purposes of this paragraph (b),
any person employed by the Corporation, an Affiliated Corporation or a
Subsidiary) and former Employees (other than former key employees, but
including Beneficiaries of former Employees) under the Plan and all such
plans. For purposes of these determinations:

(i) The foregoing determination will be made in accordance with
the provisions of Code section 416 and the regulations promulgated
thereunder, which are specifically incorporated herein by
reference.

(ii) The term "determination date" means, with respect to the
initial plan year of a plan, the last day of such plan year and,
with respect to any other plan year of a plan, the last day of the
preceding plan year of such plan. The term "applicable
determination date" means, with respect to the Plan, the
determination date for the Plan Year of reference and, with respect
to any other plan, the determination date for any plan year of such
plan which falls within the same calendar year as the applicable
determination date of the Plan.

(iii) Accrued benefits or account balances under a plan will be
determined as of the most recent valuation date of the plan in that
12-month period ending on the applicable determination date of the
plan; provided, however, that in the case of a defined benefit plan
such valuation date must be the same date as is employed for
minimum funding purposes, and in the case of a defined contribution
plan the value so determined will be adjusted for contributions
made after the valuation date to the extent required by applicable
Regulations.

(iv) If any individual has not received any compensation from
the Corporation, an Affiliated Corporation or a Subsidiary
maintaining a plan (other than benefits under the Plan) at any time
during the 5-year period ending on the applicable determination
date with respect to such plan, any accrued benefit for such
individual (and the account of such individual) under such plan
shall not be taken into account.

(v) Each plan of the Corporation, an Affiliated Corporation or a
Subsidiary (whether or not terminated) in which a key employee
participates, and any other plan of the Corporation, an Affiliated
Corporation or a Subsidiary which enables a plan referred to in the
preceding clause to satisfy the requirements of Code sections
401(a)(4) and 410, shall be aggregated with the plan. Any plan of
the Corporation, an Affiliated Corporation or a Subsidiary not
required to be aggregated with the Plan may nevertheless, at the
discretion of the Administrator, be aggregated with the Plan if the
benefits and coverage of all aggregate plans

<PAGE>

would continue to satisfy the requirements of sections 401(a)(4)
and 410 of the Code.

(vi) The determination of the present value of accrued benefits
under a defined benefit plan shall be made on the basis of the
funding assumptions employed by such plan.

13.6. SEPARATE TOP HEAVY DETERMINATIONS FOR SUBSIDIARIES. To the extent
required by section 416 of the Code, the portion of the Plan attributable to
Participants who are employed by any Subsidiary which is not an Affiliated
Corporation shall be treated as a separate plan for purposes of the top heavy
determination and contribution requirements of this Article.

ARTICLE 14. MISCELLANEOUS

14.1. EXCLUSIVE BENEFIT RULE. No part of the corpus or income of the
Trust forming part of the Plan will be used for or diverted to purposes other
than for the exclusive benefit of each Participant and Beneficiary, except as
otherwise provided under the provisions of the Plan relating to Qualified
Domestic Relations Orders, and the return of contributions upon
nondeductibility, mistake of fact, or the failure of the Plan to qualify
initially.

14.2. LIMITATION OF RIGHTS. Neither the establishment of the Plan or the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits, will be construed as giving to any Participant or
other person any legal or equitable right against the Corporation, any
Affiliated Corporation, any Subsidiary, the Administrator, the Trustee, or the
Co-Trustees except as provided herein, and in no event will the terms of
employment or service of any Participant be modified or in any way be affected
hereby. It is a condition of the Plan, and each Participant expressly agrees by
his or her participation herein, that each Participant will look solely to the
assets held in the Trust for the payment of any benefit to which he or she is
entitled under the Plan.

14.3. NONALIENABILITY OF BENEFITS. The benefits provided hereunder will
not be subject to alienation, assignment, garnishment, attachment, execution or
levy of any kind, and any attempt to cause such benefits to be so subjected will
not be recognized, except to the extent as may be required by law; provided,
however, that if the Administrator receives any Qualified Domestic Relations
Order that requires the payment of benefits hereunder or the segregation of any
Account, such benefits shall be paid, and such Account segregated, in accordance
with the applicable requirements of such Qualified Domestic Relations Order.

14.4. CHANGES IN VESTING SCHEDULE. A Plan amendment which changes a
vesting schedule under the Plan shall apply with respect to any Participant who
has completed three Years of Service prior to the expiration of the period
described below only to the extent that the Participant's vested percentage in
his or her Accounts determined under the amendment is greater than the
nonforfeitable percentage of his or her Accounts determined without regard to
the amendment. The period referred to in the preceding sentence will begin on
the date the amendment of the vesting schedule is adopted and will end 60 days
after the latest of the following dates:

<PAGE>

(a) the date on which such amendment is adopted;

(b) the date on which such amendment becomes effective; and

14.5. GOVERNING LAW. The Plan and Trust will be construed, administered
and enforced according to the laws of the State of Illinois to the extent such
laws are not preempted by ERISA.

ARTICLE 15. DEFINITIONS

Wherever used in the Plan, the singular includes the plural, and the
following terms have the following meanings, unless a different meaning is
clearly required by the context:

15.1. "Accounts" means, for any Participant, his or her Basic Pre-Tax
Contribution Account, Basic After-Tax Contribution Account, Supplemental Pre-Tax
Contribution Account, Supplemental After-Tax Contribution Account, Employer
Contribution Account, Rollover Contribution Account (if applicable), Transfer
Contribution Account (if applicable) and any other accounts or subaccounts
established on his or her behalf under the Plan by the Administrator or the
Trustee.

15.2. "Administrator" means the Senior Vice President, Human Resources,
of Abbott Laboratories, unless the Board of Review appoints another entity or
person(s) to administer the Plan.

15.3. "Affiliated Corporation" means (a) any corporation that is a member
of a controlled group of corporations (as defined in Code section 414(b)) of
which the Corporation is also a member, (b) any trade or business, whether or
not incorporated, that is under common control (as defined in Code section
414(c)) with the Corporation, (c) any trade or business that is a member of an
affiliated service group (as defined in Code section 414(m)) of which the
Corporation is also a member, or (d) to the extent required by Regulations
issued under Code section 414(o), any other organization; provided that the term
"Affiliated Corporation" shall not include any Corporation or unincorporated
trade or business prior to the date on which such Corporation, trade or business
satisfies the affiliation or control tests of (b), (c) or (d) above. In
identifying any "Affiliated Corporations" for purposes of the Code section 415
limits, the definitions in Code sections 414(b) and (c) shall be modified as
provided in Code section 415(h)

15.4. "Annuity Starting Date" for any Participant means (a) the first day
of the first period for which a benefit is payable to the Participant under the
Plan as an annuity, or (b) in the case of a benefit not payable in the form of
an annuity, the first day on which all events have occurred which entitle the
Participant to such benefit.

15.5. "After-Tax Contribution Account" means a Participant's Basic
After-Tax Contribution Account or his or her Supplemental After-Tax Contribution
Account.

15.6. "Alternate Payee" means an alternate payee (as defined in section
414(p)(8) of the Code) who has rights to one or more Accounts under the Plan.

<PAGE>

15.7. "Basic After-Tax Contribution" means a Basic Contribution made to
the Plan by a Participant on an after-tax basis.

15.8. "Basic After-Tax Contribution Account" means, for any Participant,
the account established by the Administrator or Trustee to which Basic After-Tax
Contributions made for the Participant's benefit are credited.

15.9. "Basic Contribution" means any contribution made pursuant to
Section 3.2 entitling the Participant to a share in the Employer Contributions.

15.10. "Basic Pre-Tax Contribution" means a Basic Contribution made to the
Plan for the benefit of a Participant on a pre-tax basis.

15.11. "Basic Pre-Tax Contribution Account" means, for any Participant,
the account established by the Administrator or Trustee to which Basic Pre-Tax
Contributions made for the Participant's benefit are credited.

15.12. "Beneficiary" means any person entitled to receive benefits under
the Plan upon the death of a Participant.

15.13. "Board of Directors" means the Board of Directors of the
Corporation.

15.14. "Board of Review" means the Employee Benefit Board of Review
appointed and acting under the Abbott Laboratories Annuity Retirement Plan and
having the duties and powers described in Article 9.

15.15. "Break Year" means, with respect to any Employee, a 12 consecutive
month period of severance.

15.16. "Code" means the Internal Revenue Code of 1986, as amended from
time to time. Reference to any section or subsection of the Code includes
reference to any comparable or succeeding provisions of any legislation which
amends, supplements or replaces such section or subsection.

15.17. "Company Stock" means the common stock of the Corporation.

15.18. "Compensation" means,

(a) for purposes of determining the amount of Pre-Tax, After-Tax,
and Employer Contributions to be made on behalf of a Participant, (i) the
Participant's total compensation (prior to reduction for contributions
under Code sections 401(k) or 125 and for contributions under the Abbott
Laboratories 401(k) Supplemental Plan) for personal service actually
rendered in the course of employment with participating Employers,
including sales bonuses, sales incentives and sales commissions, but
excluding (ii) any reimbursements, expense allowances, fringe benefits
(cash or noncash), moving expenses, or welfare benefits (whether or not
those amounts are includible in gross income), prizes, or any Christmas,
anniversary, or discretionary bonuses, or payments made under the Abbott
Laboratories Cash Profit Sharing Plan, Division Incentive Plan, Management

<PAGE>

Incentive Plan, Supplemental Pension Plan, 401(k) Supplemental Plan, or
plans maintained by any participating Employer which are determined by the
Administrator to be similar to such plans, or any suggestion or other
special awards. For purposes of (i) above, cash bonuses calculated on a
uniform basis and paid no more frequently than annually to all hourly
compensated employees on a plant-wide basis shall be included in
Compensation.

(b) for purposes of applying the Code section 401(k)(3) and 401(m)
limits and determining the Code section 415 limits, a top-heavy minimum
contribution, and the status of any individual as a "key employee," the
Participant's wages, salaries, fees for professional services and other
amounts received during the Plan Year (without regard to whether or not an
amount is paid in cash) for personal services actually rendered in the
course of employment with the participating Employers to the extent that
the amounts are includable in gross income, including but not limited to
commissions paid to salespeople, compensation for services on the basis of
a percentage of profits, tips, bonuses, fringe benefits, reimbursements,
and expense allowances, but not including those items excludable from the
definition of compensation under Regulation section 1.415-2(d)(2)
(including amounts that are excludable from gross income under Code
sections 125 or 401(k)); and

(c) for purposes of determining whether an individual is a Highly
Compensated Employee, the same as described in (b) above, increased by any
amounts that would have been received by the individual from the
participating Employers but for an election under Code section 401(k) or
125.

For all purposes under the Plan, Compensation for any Participant shall not
exceed the amount specified in Code section 401(a)(17) for any Plan Year as
adjusted thereunder for each such year ("Section 401(a)(17) Limitation"). This
limitation shall be applied on a Plan Year basis, shall not be prorated for any
part of such Plan Year, and shall be applied only with respect to compensation
earned after an Eligible Employee becomes a Participant. For purposes of
determining the maximum amount of Pre-Tax and After-Tax Contributions that may
be made to the Plan on behalf of or by a Participant for any Plan Year, the
Section 401(a)(17) Limitation shall be multiplied by 18%. In determining the
Compensation of a Participant for purposes of this limitation, the rules of Code
section 414(q)(6) shall apply, except in applying such rules, the term "family"
shall include only the spouse of the Participant and any lineal descendants of
the Participant who have not attained age 19 before the close of the Plan Year.
If, as a result of the application of such rules the Section 401(a)(17)
Limitation is exceeded, then the Limitation shall be prorated among the affected
individuals in proportion to each such individual's Compensation as determined
under this Section prior to the application of this Limitation. The Section
401(a)(17) Limitation for 1996 is $150,000.

15.19. "Contribution Agreement" means, for any Participant, the agreement
by which the Participant elects to defer a certain portion of his or her regular
pay and the Corporation agrees to contribute the deferred amount to the
Participant's Pre-Tax or After-Tax Contribution Account, whichever is
applicable.

15.20. "Corporation" means Abbott Laboratories, an Illinois corporation,
and any successor to all or a major portion of its assets or business which
assumes the obligations of the

<PAGE>

Corporation.

15.21. "Co-Trustees" means the persons appointed by the Board of Review to
serve as Co-Trustees under the Trust.

15.22. "Division" means any functionally or geographically separate
operating unit of the Corporation which is designated by the Board of Review as
a "division" for the purposes of the Plan.

15.23 "Eligible Employee" means

(a) any Employee who is employed by an Employer, provided no
Employer contributes to a retirement program on his or her behalf,
other than a federal or state-mandated retirement program, the Abbott
Laboratories Annuity Retirement Plan, any pension plan of an Employer
incorporated under the laws of or having its principal manufacturing
facility in Puerto Rico, or the Plan;

(b) any Employee of any foreign entity, in which the Corporation
has not less than a 10% interest, directly or through one or more
entities, but which is not a participating Employer, if (i) such
Employee is a citizen or resident alien of the United States of
America, (ii) an Employer has entered into an agreement under Code
section 3121(l) which applies to such foreign entity, (iii) no
contributions are provided by any entity to a funded plan of deferred
compensation (other than the Abbott Laboratories Annuity Retirement
Plan or any pension plan of any subsidiary of the Corporation having
its principal place of business in Puerto Rico) for such Employee
with respect to remuneration paid to such Employee by the foreign
entity, and (iv) such Employee is designated a "U.S. Expatriate" on
the records of an Employer;

(c) each Employee of an Employer who is employed at a site,
office or other facility of an Employer located outside of the United
States of America if (i) such Employee is a citizen or resident alien
of the United States of America, and (ii) such Employee is designated
a "U.S. Expatriate" on the records of an Employer; and

(d) for purposes of making Supplemental Contributions, a
seasonal employee (that is, an Employee who is hired to work for less
than one year) once he or she has completed One Year of Credited
Service.

"Eligible Employee" does not include (i) an individual who provides
services to an Employer under a contract, arrangement or understanding with
either the individual directly or with an agency or leasing organization
that treats the individual as either an independent contractor or an
employee of such agency or leasing organization, even if such individual is
subsequently determined (by an Employer, the Internal Revenue Service, any
other governmental agency, judicial action, or otherwise) to have been a
common law employee of an Employer rather than an independent contractor or
employee of such agency or leasing organization, (ii) an Employee covered
by a collective bargaining agreement, unless such agreement specifically
provides for such Employee's participation in the Plan, or (iii) any
Employee who is employed by an Employer located in Puerto Rico, other than
any person designated as a "U.S. Expatriate" on the records of an Employer.

<PAGE>

For all purposes of the Plan, an individual shall be an "Eligible Employee"
for any Plan Year only if during that Plan Year an Employer treats that
individual as its employee for purposes of employment taxes and wage
withholding for Federal income taxes, even if such individual is
subsequently determined (by an Employer, the Internal Revenue Service, any
other governmental agency, judicial action, or otherwise) to have been a
common law employee of an Employer in that Plan Year.

15.24. "Employee" means any individual employed by the Corporation, an
Affiliated Corporation or a Subsidiary, including any leased employee and any
other individual required to be treated as an employee pursuant to Code sections
414(n), 414(o) and the Regulations thereunder.

15.25. "Employer" means the Corporation, any Affiliated Corporation or any
Subsidiary that had adopted the Plan or was otherwise designated as a
participating employer thereunder prior to 1996 or which becomes a participating
employer thereafter under Section 2.6.

15.26. "Employer Contributions" means the contributions made by the
Employers under Section 3.5 for the benefit of the Participants under the Plan
on account of Basic Contributions.

15.27. "Employer Contribution Account" means, for any Participant, the
account established by the Administrator or Trustee to which Employer
Contributions made under Section 3.5 for the Participant's benefit are credited.

15.28. "Entry Date" means the first day of each payroll period.

15.29. "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and any successor statute or statutes of similar
import.

15.30. "Highly Compensated Employee" means an employee of the Corporation,
an Affiliated Corporation or a Subsidiary who, during the Plan Year in question
or the preceding Plan Year,

(a) was at any time a 5-percent owner (as defined in Code section
416(i)(1)) of the Corporation, of an Affiliated Corporation or of a
Subsidiary,

(b) received Compensation in excess of $75,000,

(c) received Compensation in excess of $50,000 and was in the
top-paid group of employees (as defined in Code section 414(q) and the
Regulations thereunder), based upon the exclusion of all employees
excludable under Code section 414(q)(8)) for the Year, or

(d) was at any time an officer of the Corporation, an Affiliated
Corporation or a Subsidiary and received Compensation greater than 50% of
the amount described in Code section 415(b)(1)(A).

The $75,000 and $50,000 amounts in (b) and (c) above shall automatically be
adjusted if and to

<PAGE>

the extent the corresponding amounts in Code section 414(q) are adjusted by
the Secretary of the Treasury. No more than 50 Employees of the Corporation,
the Affiliated Corporations and the Subsidiaries (or, if less, the greater of
3 Employees or 10 percent of all employees of the Corporation, the Affiliated
Corporations or the Subsidiaries) shall be treated as officers for purposes
of clause (d) above. An individual who was not described in (b), (c), or (d)
above during the preceding Plan Year shall be a Highly Compensated Employee
during the current Plan Year only if he or she is described in (a) above or
is among the 100 employees of the Affiliated Corporation with the greatest
Compensation for the current Plan Year.

15.31. "Hour of Service" means, with respect to any Employee, each hour
for which the Employee is paid or entitled to payment for the performance of
duties for an Employer each such hour to be credited to the Employee for the
computation period in which the duties were performed.

15.32. "Investment Fund" means any investment fund described in Article 5
or as subsequently selected by the Co-Trustees as an investment option under the
Plan.

15.33. "Participant" means each Eligible Employee who participates in the
Plan pursuant to its provisions or other individual for whom an Account is
maintained.

15.34. "Period of Credited Service" means with respect to any Employee the
aggregate of all time periods beginning on the date the Employee first completes
an Hour of Service or is reemployed and ending on the date a Break Year begins,
subject to the following adjustments:

(a) An Employee will be credited with one Year of Credited Service
for each year of credited service under the Plan as in effect prior to
October 1, 1988.

(b) On or after October 1, 1988, an Employee shall be credited
with 1/12th of a Year of Credited Service for each calendar month of
employment (or portion thereof) during which he or she is employed by the
Corporation, an Affiliated Corporation or a Subsidiary, including
employment prior to October 1, 1988; provided, however that the Employee
will not be credited with less service than was credited to him as of
September 30, 1988.

(c) An Employee will also receive credit for any period of
severance of less than 12 consecutive months. Fractional periods of a year
will be expressed in terms of days. In the case of an individual who is
absent from work for maternity or paternity reasons, the 12-consecutive
month period beginning on the first anniversary of the first day of such
absence shall not constitute a Break Year. For purposes of this Section,

(i) an absence from work for maternity or paternity reasons
means an absence (A) by reason of the pregnancy of the individual,
(B) by reason of the birth of a child of the individual, (C) by
reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or
(D) for purposes of caring for such child for a period beginning
immediately following such birth or placement;

<PAGE>

(ii) a period of severance is a continuous period of time during
which the Employee is not employed by the Corporation, an
Affiliated Corporation or a Subsidiary. Such period begins on the
date the Employee retires, quits or is discharged, or if earlier,
the 12-month anniversary of the date on which the Employee was
otherwise first absent from service; and

(iii) in the case of a leave of absence for service in the armed
forces of the United States, no period shall be excluded under this
paragraph during which the Employee has reemployment rights with
respect to the Corporation, any Affiliated Corporation or any
Subsidiary under federal law.

(d) If, to the extent, and on the terms so provided by the Board
of Review at the time of acquisition, or at any subsequent date or in any
Supplement to the Plan, the last continuous period of employment of any
employee with any prior separate business entity, part or all of which is
or was acquired by, or becomes part of an Employer will be considered a
Period of Credited Service.

(e) All service earned by a MediSense Employee (as defined below)
from his or her date of hire by MediSense, Inc. will be credited toward his
or her Period of Credited Service for purposes of determining eligibility
to make Basic Contributions under Section 2.1 and for purposes of
determining the Employee's service points described in Section 3.5(b). For
purposes of this Section 15.34(e), the term MediSense Employee shall mean
an employee of MediSense, Inc., a Massachusetts corporation and an
Affiliated Corporation.

(f) All service earned by a Sanofi Employee (as defined below)
since his or her last date of hire, as shown on the records of Sanofi
Pharmaceuticals, Inc., a Delaware corporation ("Sanofi"), will be credited
by the Plan toward that Employee's Period of Credited Service for purposes
of determining the Employee's eligibility to make Basic Contributions under
Section 2.1 and the Employee's service points described in Section 3.5(b).
For purposes of this Section 15.34(f), the term Sanofi Employee shall mean
an individual who became an Employee of the Corporation pursuant to the
terms and conditions of an Asset Purchase Agreement dated as of April 28,
1997 between the Corporation and Sanofi.

15.35. "Plan" means the Abbott Laboratories Stock Retirement Plan, as
amended from time to time.

15.36. "Plan Year" means the calendar year.

15.37. "Point Value" means the dollar value of an earnings or service
point determined for a Plan Year by dividing the aggregate Employer
Contributions made under Section 3.5 for such Plan Year (less that portion of
such Employer Contributions determined under Section 3.5(f) that are distributed
during such Plan Year to Participants by the aggregate earnings and service
points credited under Section 3.5 for such Plan Year to all Participants
entitled to share in Employer Contributions to the Plan for such Plan Year (less
the points attributable to participants to or for whom distributions are made
during the Plan Year.).

15.38. "Pre-Tax Contribution Account" means the Participant's Basic
Pre-Tax

<PAGE>

Contribution Account or his or her Supplemental Pre-Tax Contribution Account.

15.39. "Pre-Tax Contributions" means, for any Participant, the aggregate
of the Participant's Basic Pre-Tax Contributions and Supplemental Pre-Tax
Contributions contributed to the applicable Pre-Tax Contribution Account.

15.40. "Prior Plan" means the Plan as in effect on December 31, 1995.

15.41. "Qualified Domestic Relations Order" means any judgment, decree or
order (including approval of a property settlement agreement) which constitutes
a "qualified domestic relations order" within the meaning of Code section
414(p). A judgment, decree or order shall not be considered not to be a
Qualified Domestic Relations Order merely because it requires a distribution to
an alternate payee (or the segregation of accounts pending distribution to an
alternate payee) before the Participant is otherwise entitled to a distribution
under the Plan.

15.42. "Qualified Nonelective Employer Contribution" means a contribution
(other than an Employer Contribution) made for the benefit of a Participant by
the Employer in its discretion.

15.43. "Regulation" means a regulation issued by the Department of
Treasury, or the Department of Labor, as the case may be, including any final
regulation, proposed regulation, temporary regulation, as well as any
modification of any such regulation contained in any notice,
revenue procedure, advisory or similar pronouncement issued by the Internal
Revenue Service or the Department of Labor, whichever is applicable.

15.44. "Retirement Program" means the program of retirement benefits,
provided by the Corporation, of which the Plan and the Abbott Laboratories
Annuity Retirement Plan form a part.

15.45. "Rollover Contribution Account" means, for any Participant, the
account described in Section 12.1 or 12.2, as established by the Administrator
or the Trustee, to which the Participant's Rollover Contribution, if any, is
allocated.

15.46. "Rollover Contribution" means a contribution made by a Participant
which satisfies the requirements for rollover contributions as set forth in
Article 12.

15.47. "Section" means a section of the Plan.

15.48. "SRP Stable Value Fund" means the Investment Fund described in 5.2.

15.49. "Subsidiary" means any corporation, partnership, joint venture or
business trust fifty percent (50%) or more of the control of which is owned,
directly or indirectly, by the Corporation, except as provided in Article 11.

15.50. "Supplemental After-Tax Contribution" means a Supplemental
Contribution made to the Plan by the Participant on an after-tax basis.

15.51. "Supplemental After-Tax Contribution Account" means, for any
Participant, the

<PAGE>

account established by the Administrator or Trustee to which Supplemental
After-Tax Contributions made for the Participant's benefit are credited.

15.52. "Supplemental Contribution" means any contribution made pursuant to
Section 3.3 and for which no Employer Contribution is made.

15.53. "Supplemental Pre-Tax Contribution" means a Supplemental
Contribution made to the Plan for the benefit of a Participant on a pre-tax
basis.

15.54. "Supplemental Pre-Tax Contribution Account" means, for any
Participant, the account established by the Administrator or Trustee to which
Supplemental Pre-Tax Contributions made for the Participant's benefit are
credited.

15.55. "Transfer Contribution" means a contribution made on behalf of a
Participant by way of a trustee-to-trustee transfer as described in Section
12.4.

15.56. "Transfer Contribution Account" means, for any Participant, the
account described in Section 12.4 established by the Administrator or the
Trustee to which the Participant's Transfer Contribution, if any, is allocated.

15.57. "Trust" means the trust established between the Corporation, the
Trustee and Co-Trustees in connection with the Plan, together with any and all
amendments thereto.

15.58. "Trustee" means the person(s) or entity appointed by the Board of
Review to serve as Trustee under the Trust.

15.59. "Unallocated Account" means the portion of the Trust to which
Employer Contributions are made during the Plan Year, in which shares of Company
Stock will be held prior to allocation to Participant Accounts, to which
dividends paid on such shares of Company Stock will be paid, and from which will
be paid expenses of the Plan and Under-Payment Expenses as defined in Section
3.5.

15.60. "Valuation Date" means each business day of each Plan Year.

15.61. "Year of Credited Service" means, with respect to any Employee, a
twelve-month Period of Credited Service.

<PAGE>

Abbott Laboratories Stock Retirement Plan

APPENDIX A

Whereas, effective January 1, 1996, a separate plan ("PR-SRP") was
established for employees employed by an Employer located in Puerto Rico and
such employees are no longer eligible to make contributions to the Plan nor to
have contributions made to the Plan for their benefit by the Employer. It is
intended that subsequent to the receipt by the Employer of a favorable ruling
from the Internal Revenue Service on the taxation of the transfer of funds from
the Plan to the PR-SRP, the Trustee shall transfer the then value of the
Accounts of the following Participants to the PR-SRP: (a) any Participant who
is then eligible to participate in the PR-SRP, (b) any Participant who would
have been eligible for the PR-SRP but for the fact that he or she had terminated
employment or retired, for whom any Accounts are maintained in the Plan as of
the date of the transfer (the "Transfer Date"), and (c) any Beneficiary of a
deceased or retired Participant if such Participant would have been eligible to
participate in the PR-SRP but for his or her death prior to the transfer date,
for which Beneficiary any Accounts are maintained in the Plan as of the Transfer
Date. For purposes of this Appendix A, any such Participant or Beneficiary
referred to in the prior sentence shall be referred to as a "Puerto Rican
Participant" and collectively as "Puerto Rican Participants".

Effective January 1, 1996 and at all times prior to the Transfer Date, a
Puerto Rican Participant described in the prior paragraph and for whom any
Accounts are maintained in the Plan at the relevant time shall have the
following rights under the Plan:

1. Effective January 1, 1996, no Puerto Rican Participant shall be
eligible under Section 2.1 for active participation for purposes of
having contributions made to the Plan on his or her behalf.

2. Each Puerto Rican Participant shall remain a Participant in the
Plan in accordance with Section 2.4 as long as any Accounts are
maintained in the Plan for his or her benefit.

3. The Administrator may impose the securities law restrictions
described in Section 2.7(a) with respect to the Accounts of any
Puerto Rican Participant for whom such restrictions are applicable.

4. No contributions to the Plan under Sections 3.1-3.6 shall be
permitted after December 31, 1995 with respect to a Puerto Rican
Participant.

5. The Accounts of a Puerto Rican Participant shall continue to be
adjusted in accordance with Section 4.2 as long as the Accounts are
maintained in the Plan.

<PAGE>

6. Except as provided in the following sentence, a Puerto Rican
Participant may invest his or her Accounts in accordance with the
provisions of Article 5, including (to the extent otherwise
applicable) the transfer restrictions described in Section 5.4, 5.5
and 5.6. Any funds in a Puerto Rican Participant's Accounts that
are invested pursuant to Section 5.2 after December 31, 1995 shall
be invested in the Putnam Stable Value Fund (not the SRP Stable
Value Fund), and the transfer restrictions described in Section 5.5
shall not apply to balances in a Puerto Rican Participant's
Accounts that are held in the Putnam Stable Value Fund. A Puerto
Rican Participant may transfer funds held in his or her Accounts
among Company Stock, the Putnam Stable Value Fund and any other
Investment Fund made available within the Plan, subject to the
restrictions in Article 5 and this Appendix.

7. A Puerto Rican Participant may withdraw After-Tax Contributions and
earnings in accordance with the provisions of Section 6.1.

8. The provisions in Sections 6.2 (Required Distributions After Age
701/2), 6.3 (Distributions Required by a Qualified Domestic
Relations Order), and 6.4 (Participant's Consent to Distribution of
Benefits and Direct Rollover Notice) shall continue to apply to the
Accounts of Puerto Rican Participants.

9. A Puerto Rican Participant may borrow from his or her Accounts in
accordance with the provisions of Article 7 and this paragraph 9
and any repayments made prior to the Transfer Date shall be
invested in his or her Plan Accounts in accordance with Section
7.11. Section 7.4 is amended for Puerto Rican Participants only to
provide that only one loan may be outstanding at any time and each
loan must be in an amount of not less than $500. The maximum
dollar amount of any loan that a Puerto Rican Participant may take
under Section 7 after December 31, 1995 and prior to the Transfer
Date is $40,000.

10. Article 8 shall apply to a Puerto Rican Participant as if he or she
remained an Eligible Employee until the earlier of the Transfer
Date or the date he or she terminates employment with all
Employers.

11. Articles 9, 10, 14, and 15 shall be construed to apply to Puerto
Rican Participants until the Transfer Date.

12. Articles 11, 12, and 13 shall not apply to Puerto Rican
Participants after December 31, 1995.

The provisions of this Appendix will no longer be effective after the Transfer
Date.

<PAGE>

ABBOTT LABORATORIES STOCK RETIREMENT PROGRAM

PART B

ABBOTT LABORATORIES

STOCK RETIREMENT PLAN

(PUERTO RICO)

(As amended and restated effective January 1, 1996
and as further amended through the 3rd Amendment
adopted June 19, 1998)
<PAGE>

TABLE OF CONTENTS

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ARTICLE 1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Objective. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2. PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Date of Participation. . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Enrollment of Participants . . . . . . . . . . . . . . . . . . . . . . 2
2.3 Reemployment of Participant. . . . . . . . . . . . . . . . . . . . . . 2
2.4 Duration of Participation. . . . . . . . . . . . . . . . . . . . . . . 4
2.5 Participant Restricted Due to Conflict of Interest . . . . . . . . . . 5
2.6 Participation by Additional Participating Employers. . . . . . . . . . 6
2.7 Securities Law Restrictions. . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE 3. CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.1 Participant Contributions. . . . . . . . . . . . . . . . . . . . . . . 8
3.2 Basic Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.3 Supplemental Contributions . . . . . . . . . . . . . . . . . . . . . . 8
3.4 Contribution Agreements. . . . . . . . . . . . . . . . . . . . . . . . 9
3.5 Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . 9
3.6 Qualified Nonelective Employer Contributions . . . . . . . . . . . . . 12
3.7 Time for Making and Crediting of Contributions . . . . . . . . . . . . 13
3.8 Certain Limits Apply . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.9 Return of Contributions. . . . . . . . . . . . . . . . . . . . . . . . 14
3.10 Special Limits for Corporate Officers . . . . . . . . . . . . . . . . 15

ARTICLE 4. PARTICIPANT ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.1 Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.2 Adjustment of Accounts . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 5. INVESTMENT OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . 16
5.1 Abbott Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.2 Putnam Stable Value Fund . . . . . . . . . . . . . . . . . . . . . . . 17
5.3 Other Investment Funds . . . . . . . . . . . . . . . . . . . . . . . . 17
5.4 Pre-Retirement Feature for Reinvestment of Abbott Stock. . . . . . . . 17
5.5 Investment Elections . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.6 Default Investment Fund. . . . . . . . . . . . . . . . . . . . . . . . 18
5.7 Participant Direction of Investments . . . . . . . . . . . . . . . . . 18
5.8 Dividends on Abbott Stock. . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
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ARTICLE 6. WITHDRAWALS PRIOR TO SEPARATION FROM SERVICE . . . . . . . . . . . . . 19
6.1 In-service Withdrawals of After-Tax Contributions. . . . . . . . . . . 19
6.2 Distributions Required by a Qualified Domestic Relations Order . . . . 23
6.3 Required Distributions After Age 70 1/2 . . . . . . . . . . . . . . . 23
6.4 Participant's Consent to Distribution of Benefits. . . . . . . . . . . 23

ARTICLE 7. LOANS TO PARTICIPANTS. . . . . . . . . . . . . . . . . . . . . . . . . 24
7.1 In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.2 Rules and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . 25
7.3 Maximum Amount of Loan . . . . . . . . . . . . . . . . . . . . . . . . 25
7.4 Minimum Amount of Loan; Number of Loans; Frequency of Loans;
Fees for Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
7.5 Note; Security; Interest . . . . . . . . . . . . . . . . . . . . . . . 26
7.6 Repayment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
7.7 Repayment upon Distribution. . . . . . . . . . . . . . . . . . . . . . 27
7.8 Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.9 Nondiscrimination. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.10 Source of Loan Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 28
7.11 Reinvestment of Loan Repayments. . . . . . . . . . . . . . . . . . . . 28

ARTICLE 8. BENEFITS UPON RETIREMENT, DEATH OR SEPARATION FROM SERVICE . . . . . . 29
8.1 Retirement or Separation from Service for Reasons Other Than
Death. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.2 Time of Distributions. . . . . . . . . . . . . . . . . . . . . . . . . 29
8.3 Amount and Manner of Distribution. . . . . . . . . . . . . . . . . . . 30
8.4 Distributions After a Participant's Death. . . . . . . . . . . . . . . 31
8.5 Designation of Beneficiary.. . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE 9. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.1 Board of Review. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.2 Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
9.3 Powers of Administrator. . . . . . . . . . . . . . . . . . . . . . . . 34
9.4 Nondiscriminatory Exercise of Authority. . . . . . . . . . . . . . . . 35
9.5 Reliance on Tables, etc. . . . . . . . . . . . . . . . . . . . . . . . 36
9.6 Claims and Review Procedures . . . . . . . . . . . . . . . . . . . . . 36
9.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9.8 Expenses and Compensation. . . . . . . . . . . . . . . . . . . . . . . 36
9.9 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE 10. AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . 37
10.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>
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10.2 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
10.3 Distributions upon Termination of the Plan . . . . . . . . . . . . . . 39
10.4 Merger or Consolidation of Plan; Transfer of Plan Assets . . . . . . . 39

ARTICLE 11. LIMITS ON CONTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . 39
11.1 PR-Code section 1023(n) Limits.. . . . . . . . . . . . . . . . . . . . 39
11.2 PR-Code section 1165(e)(7)(A) Limits.. . . . . . . . . . . . . . . . . 39
11.3 PR-Code section 1165(e)(3) Limits. . . . . . . . . . . . . . . . . . . 40

ARTICLE 12. ROLLOVER AND TRANSFER CONTRIBUTIONS . . . . . . . . . . . . . . . . . 44
12.1 Contribution of Amount Distributed from Another Qualified Plan . . . . 44
12.2 Monitoring of Rollovers. . . . . . . . . . . . . . . . . . . . . . . . 44
12.3 Transfer Contribution. . . . . . . . . . . . . . . . . . . . . . . . . 44
12.4 Treatment of Transferred Amount under the Plan . . . . . . . . . . . . 45

ARTICLE 13. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
13.1 Exclusive Benefit Rule . . . . . . . . . . . . . . . . . . . . . . . . 45
13.2 Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . 45
13.3 Nonalienability of Benefits. . . . . . . . . . . . . . . . . . . . . . 46
13.4 Changes in Vesting Schedule. . . . . . . . . . . . . . . . . . . . . . 46
13.5 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 14. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
14.1 Abbott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
14.2 Abbott Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
14.3 Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
14.4 Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
14.5 Affiliated Corporation . . . . . . . . . . . . . . . . . . . . . . . . 47
14.6 After-Tax Contribution Account . . . . . . . . . . . . . . . . . . . . 48
14.7 Alternate Payee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
14.8 Basic After-Tax Contributions. . . . . . . . . . . . . . . . . . . . . 48
14.9 Basic After-Tax Contributions Account. . . . . . . . . . . . . . . . . 48
14.10 Basic Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . 48
14.11 Basic Pre-Tax Contribution . . . . . . . . . . . . . . . . . . . . . . 48
14.12 Basic Pre-Tax Contribution Account . . . . . . . . . . . . . . . . . . 48
14.13 Board of Review. . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
14.14 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
14.15 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 49
14.16 Break Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
14.17 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
14.18 Contribution Agreement . . . . . . . . . . . . . . . . . . . . . . . . 49
14.19 Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
14.20 Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
</TABLE>
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14.21 Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
14.22 Eligible Employee. . . . . . . . . . . . . . . . . . . . . . . . . . . 50
14.23 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
14.24 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
14.25 Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . 51
14.26 Employer Contribution Account. . . . . . . . . . . . . . . . . . . . . 51
14.27 Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
14.28 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
14.29 Highly Compensated Employee. . . . . . . . . . . . . . . . . . . . . . 51
14.30 Hour of Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
14.31 Investment Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
14.32 Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
14.33 Period of Credited Service . . . . . . . . . . . . . . . . . . . . . . 52
14.34 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
14.35 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
14.36 Point Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
14.37 PR-Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
14.38 Pre-Tax Contribution Account . . . . . . . . . . . . . . . . . . . . . 54
14.39 Pre-Tax Contributions. . . . . . . . . . . . . . . . . . . . . . . . . 54
14.40 Putnam Stable Value Fund . . . . . . . . . . . . . . . . . . . . . . . 54
14.41 Qualified Domestic Relations Order . . . . . . . . . . . . . . . . . . 54
14.42 Qualified Nonelective Employer Contribution. . . . . . . . . . . . . . 55
14.43 Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
14.44 Retirement Program . . . . . . . . . . . . . . . . . . . . . . . . . . 55
14.45 Rollover Contribution Account. . . . . . . . . . . . . . . . . . . . . 55
14.46 Rollover Contribution. . . . . . . . . . . . . . . . . . . . . . . . . 55
14.47 Section. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
14.48 Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
14.49 Supplemental After-Tax Contribution. . . . . . . . . . . . . . . . . . 56
14.50 Supplemental After-Tax Contribution Account. . . . . . . . . . . . . . 56
14.51 Supplemental Contribution. . . . . . . . . . . . . . . . . . . . . . . 56
14.52 Supplemental Pre-Tax Contribution. . . . . . . . . . . . . . . . . . . 56
14.53 Supplemental Pre-Tax Contribution Account. . . . . . . . . . . . . . . 56
14.54 Transfer Contribution. . . . . . . . . . . . . . . . . . . . . . . . . 56
14.55 Transfer Contribution Account. . . . . . . . . . . . . . . . . . . . . 56
14.56 Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
14.57 Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
14.58 Unallocated Account. . . . . . . . . . . . . . . . . . . . . . . . . . 57
14.59 Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
14.60 Year of Credited Service . . . . . . . . . . . . . . . . . . . . . . . 57

Appendix A
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<PAGE>

ARTICLE 1. INTRODUCTION

1.1 PURPOSE. This document amends and restates the provisions of the
Abbott Laboratories Stock Retirement Plan (Puerto Rico) (the "Plan") effective
January 1, 1997.

The Plan is a profit sharing plan containing a cash or deferred
arrangement intended to qualify under sections 1165(a) and (e) of the Puerto
Rico Internal Revenue Code of 1994 (the "PR-Code") and the trust forming a part
thereof is intended to be exempt from taxation under PR-Code section 1165(a)
and, pursuant to section 1022(i)(1) of the Employee Retirement Income Security
Act of 1974, under section 501(a) of the United States Income Tax Code of 1986,
as amended.

Prior to October 1, 1997, Abbott Chemicals, Inc. maintained the
Plan and was the Plan Sponsor. On September 30, 1997 Abbott Chemicals, Inc.
merged with and into Abbott Health Products, Inc. with Abbott Health Products,
Inc. being the surviving corporation. Effective October 1, 1997, Abbott Health
Products, Inc. is the sponsor and maintains the Plan.

1.2 OBJECTIVE. The Plan provides an arrangement by which employees may
invest in stock of Abbott Laboratories ("Abbott Stock") by contributing to the
Abbott Laboratories Stock Retirement Trust (Puerto Rico) (the "Trust") and by
which Abbott Health Products, Inc. and its affiliates in Puerto Rico will
encourage such investment by also making contributions to the Trust. Basic and
Employer Contributions received by the Trust will be applied by the Trustee to
acquire, and hold under the trust, shares of Abbott Stock for the benefit of the
Participants in the Plan, to the end that upon retirement or prior termination
of employment, the Participants may receive a distribution in cash or in Abbott
Stock pursuant to the provisions of the Plan.

ARTICLE 2. PARTICIPATION

2.1 DATE OF PARTICIPATION. Each individual who was a Participant in
the Abbott Laboratories Stock Retirement Plan on December 31, 1995 and is an
Eligible Employee on January 1, 1996 shall be automatically eligible to become a
Participant in the Plan.

<PAGE>

Each other Employee shall become a Participant (a) for purposes of making
Supplemental Contributions, on any Entry Date following his or her date of
hire after he or she has entered into a Contribution Agreement under Section
3.4, and (b) for purposes of Basic Contributions and Employer Contributions
on an Entry Date following the day he or she completes two Years of Credited
Service and completes the applicable forms under Sections 2.2 and 3.4,
provided in each case that he or she is an Eligible Employee on such Entry
Date.

2.2 ENROLLMENT OF PARTICIPANTS. An Eligible Employee shall become a
Participant by signing an application form furnished by the Administrator within
30 days after he or she receives the application, or by such other means as the
Administrator establishes for enrollment. Such application shall authorize the
Participant's Employer to deduct from his or her Compensation (or reduce his or
her Compensation by) the contributions required under Section 3.2 or 3.3,
whichever is applicable.

2.3 REEMPLOYMENT OF PARTICIPANT. If an Employee's employment with the
Corporation, an Affiliated Corporation or a Subsidiary should terminate and such
Employee is subsequently reemployed by the Corporation, an Affiliated
Corporation or a Subsidiary, the following shall apply:

(b) If an Employee is reemployed after a Break Year, and at the
time of termination he or she was not a Participant in the Plan, then:

(i) If the Employee's Years of Credited Service to which he or
she was entitled at the time of termination exceeds his or her
number of consecutive Break Years, the Period of Credited Service
to which he or she was entitled at the time of termination shall be
reinstated and he or she will be reinstated as a Participant on his
or her date of reemployment if he or she is then an Eligible
Employee.

<PAGE>

(ii) If the Employee's number of consecutive Break Years equals
or exceeds the Period of Credited Service to which he or she was
entitled at the time of termination, the Employee shall be
considered as a new Employee for all purposes of the Plan and any
Period of Credited Service to which he or she was entitled prior to
the date of termination shall be disregarded.

(d) If a Participant is transferred or is given a leave of absence
for a temporary or indefinite period for the purpose of becoming an
Employee of a Subsidiary or an Affiliated Corporation which is not an
Employer hereunder, and such Participant is not treated as an Eligible
Employee under Section 14.22, he or she will continue as a Participant
until his or her retirement date or earlier termination of service with the
Corporation, all Affiliated Corporations and all Subsidiaries, except that
during such period the Employee may not make any contributions and will not
be credited with any Employer contributions except for a pro rata share of
his or her Employer's contributions for the year in which the transfer is
made or the leave began, as the case may be, based upon his or her own
contributions and service up to the date of such transfer or the date such
leave began, as the case may be. If a Participant's employment with the
Corporation, all Affiliated Corporations and all Subsidiaries is terminated
by reason of his or her death, retirement or otherwise while he or she is
employed by the Corporation, any Affiliated Corporation or any Subsidiary
which is not an Employer hereunder, the Participant will be considered to
have terminated his or her employment with the Employers at the same time
and for the same reason.

(e) In the case of maternity or paternity absence (as defined
below), an Employee shall be deemed to be employed by the Corporation, an
Affiliated Corporation, or any Subsidiary (solely for purposes of
determining whether the Employee has incurred a Break Year) during the
calendar year following the calendar year in which his or her employment
terminated. A "maternity or

<PAGE>

paternity absence" means an Employee's absence from work because of the
pregnancy of the Employee or birth of a child of the Employee, the
placement of a child with the Employee in connection with the adoption of
such child by the Employee, or for purposes of caring for the child
immediately following such birth or placement. The Administrator may
require the Employee to furnish such information as the Administrator
considers necessary to establish that the employee's absence was for one of
the reasons specified above.

2.4 DURATION OF PARTICIPATION. An individual who has become a
Participant under the Plan will remain a Participant for as long as an Account
is maintained under the Plan for his or her benefit, or until his or her death,
if earlier. Notwithstanding the preceding sentence and unless otherwise
expressly provided for under the Plan, no contributions under the Plan shall be
made on behalf of any Participant, unless the Participant is an Eligible
Employee at the time for which the contribution or allocation is made.

2.5 PARTICIPANT RESTRICTED DUE TO CONFLICT OF INTEREST. If a conflict
of interest as defined in subsection (d) should arise with respect to any
Participant:

(b) Such Participant must, within 30 days after notice from the
Administrator, elect to have 100% of the value of the shares of Abbott
Stock credited to his or her Accounts transferred to the Putnam Stable
Value Fund or one of the other investment options available under the Plan
(other than Abbott Stock). If the Participant fails to make such election,
such shares shall be sold and the sale proceeds shall be transferred to the
default Investment Fund selected under Section 5.6. Any Basic After-Tax
Contributions, Basic Pre-Tax Contributions and pro-rata Employer
Contributions, any Supplemental After-Tax

<PAGE>

Contributions and Supplemental Pre-Tax Contributions designated by the
Participant under Section 5.1 to be invested in shares of Abbott Stock,
and any dividends on shares of Abbott Stock held in the Participant's
Accounts, made for or paid during the calendar year in which such
conflict of interest arises, shall likewise be transferred to the
investment option the Participant selects under the first sentence
of this subsection (b) or to the default Investment Fund referred to
in the second sentence. These transfers shall not be subject to any
of the investment restrictions described in Section 5.4.

(c) Such Participant may elect to make Supplemental After-Tax
Contributions and Supplemental Pre-Tax Contributions during the period of
such conflict of interest, notwithstanding the suspension of Basic
After-Tax Contributions and Basic Pre-Tax Contributions under
subsection (a), provided that no such contributions may be invested in
shares of Abbott Stock.

(d) A "conflict of interest" means a business, professional, family
or other relationship involving the Participant which, as a result of
statute, ordinance, regulation or generally recognized professional
standard or rule requires divestiture by the Participant of shares of
Abbott Stock. The existence or non-existence of a conflict of interest for
purposes of this Section 2.5 shall be determined by the Administrator,
which determination shall be final and binding on all persons. Any
determination made under this subsection (d) shall have no effect on the
application of any human resources or corporate policies of any Employer
regarding conflict of interest.

2.6 PARTICIPATION BY ADDITIONAL PARTICIPATING EMPLOYERS. The Board of
Review may extend the Plan to any nonparticipating Division by filing with the
Trustee a certified copy of an appropriate resolution by the Board of Review to
that effect. Any Subsidiary or Affiliated Corporation may adopt the Plan and
become a participating Employer hereunder by:

(a) filing with the Board of Review and the Trustee a written
instrument to that effect, and

(b) filing with the Trustee a certified copy of a resolution of the
Board of Review consenting to such action.

<PAGE>

At the time the Plan is extended to any Division of the Corporation or is
adopted by any Subsidiary or Affiliated Corporation or any time thereafter, the
Board of Review may modify the Plan or any of its terms as applied to said
Subsidiary, or Affiliated Corporation and its employees. The Board of Review
may include in the Plan any employee of any prior separate business entity, part
or all of which was acquired by or becomes a part of any Employer. To the
extent and on the terms so provided by the Board of Review at the time of
acquisition, or at any subsequent date or in any Supplement to the Plan, the
last continuous period of employment of any employee with such prior separate
business entity, part or all of which is or was acquired by, or becomes a part
of any Employer, will be considered a Period of Credited Service.

2.7 SECURITIES LAW RESTRICTIONS.

(a) The Administrator may, from time to time, impose such
restrictions on participation in the Plan, as the Administrator deems
advisable, to facilitate compliance with federal and Puerto Rico securities
laws to secure exemption under any rule of the Securities and Exchange
Commission and/or the Puerto Rico Commissioner of Financial Institutions or
to comply with the Corporation's corporate policy with respect to "blackout
periods" related to Abbott Stock. Such restrictions shall apply to all
Participants or to such individual Participants as the Administrator shall
determine in his or her sole discretion and may include but shall not be
limited to (i) moratoriums on purchases, sales, withdrawals or
distributions of Abbott Stock; (ii) moratoriums on loans and transfers into
and out of Abbott Stock; and (iii) suspensions of Basic Contributions and
Supplemental Contributions allocated to Abbott Stock.

ARTICLE 3. CONTRIBUTIONS

3.1 PARTICIPANT CONTRIBUTIONS. Except as provided in Sections 2.5 and
2.7, each Participant who has satisfied the eligibility requirements of
Section 2.1(b) may have Basic Contributions made to the Plan on his or her
behalf as described in Section

<PAGE>

3.2. Each Participant who has satisfied the eligibility requirements of
Section 2.1(a) may elect to have Supplemental Contributions made to the Plan
on his or her behalf as described in Section 3.3 at any time after his or her
date of hire; provided, however, that if the Participant is eligible to make
Basic Contributions, he or she may make Supplemental Contributions only if
Basic Contributions are concurrently being made.

3.2 BASIC CONTRIBUTIONS. Except as provided in Section 2.5, each
Participant who is an Eligible Employee may enter into a Contribution
Agreement with the Employer under which the Participant's compensation for
each pay period shall be reduced by 2%, and the Employer will contribute to
the Trust an equal amount as a Basic Pre-Tax Contribution, or as Basic
After-Tax Contribution, as the Participant elects; provided, however, that if
in order to satisfy the PR-Code Section 1165(e)(3) limits, the Participant's
Basic Pre-Tax Contributions need to be reduced or entirely suspended for the
remainder of a Plan Year, then the Participant's Contribution Arrangement
will be considered automatically amended to provide that the Participant's
Compensation for the remainder of the Plan Year shall be reduced by 2% and
the Employer will contribute to the Trust an equal amount as a Basic
After-Tax Contribution. For purposes of this Section 3.2, Compensation shall
be limited to that portion of his or her Compensation as is determined from
time to time by the Board of Directors. Each Participant who makes such
contributions shall be eligible to share in the Employer Contributions under
Section 3.5.

3.3 SUPPLEMENTAL CONTRIBUTIONS. If a Participant has made the Basic
Contributions required under Section 3.2 (or is not yet eligible to make such
contributions because he or she has not completed two Years of Credited
Service), he or she may make Supplemental Contributions in an amount equal to an
additional 1% to 8% of his or her Compensation as Supplemental Pre-Tax
Contributions (1% to 10% of his or her compensation if he or she made Basic
After-Tax Contributions or is not yet eligible to make Basic Contributions
because he or she has not completed two Years of Credited Service) and an
additional 1% to 10% of his or her Compensation as Supplemental After-Tax
Contributions; provided that the aggregate Supplemental Contributions shall not
exceed 16% of the Participant's Compensation, and all Supplemental Contributions
shall be multiples of 1% of the Participant's Compensation. The Participant
shall elect in the Contribution Agreement described in Section 3.4 to make such
contributions either as Supplemental Pre-Tax Contributions or as Supplemental
After-Tax Contributions, or both, as applicable. No Employer Contributions
under Section 3.5 shall be made with respect to such Supplemental

<PAGE>

Contributions.

3.4 CONTRIBUTION AGREEMENTS. Each Contribution Agreement shall be on a
form prescribed or approved by the Administrator or in such manner as the
Administrator finds acceptable, and may be entered into, changed or revoked by
the Participant, with such prior notice as the Administrator may prescribe, as
of the first day of any pay period with respect to Compensation payable
thereafter. A Contribution Agreement shall be effective with respect to
Compensation payable to a Participant after the date determined by the
Administrator, but not earlier than the date the Agreement is entered into. The
Administrator may reject, amend or revoke the Contribution Agreement of any
Participant if the Administrator determines that the rejection, amendment or
revocation is necessary to ensure that the limitations referred to in Section
3.8 and Article 11 are not exceeded.

3.5 EMPLOYER CONTRIBUTIONS. For each Plan Year beginning with the Plan
Year ending December 31, 1996, the Employers shall make Employer Contributions
to the Trust for the benefit of each Participant who is an Eligible Employee at
any time during the Plan Year and on whose behalf Basic Contributions have been
made at any time during the Plan Year. The amount of Employer Contributions
made by the Employers for the Plan Year shall be the amount allocated under
Section 1.4 of the Preamble to the Abbott Laboratories Stock Retirement Program
for such Plan Year.

After the amount of Employer Contributions for the Plan Year has
been determined, the Employers shall pay the remaining Employer Contributions to
the Trust within 90 days after the end of the Plan Year. The Abbott Stock
purchased with such additional Employer Contributions and all shares of Abbott
Stock then held in the Unallocated Account shall be allocated among the accounts
of the eligible Participants as of the last day of the Plan Year, based on the
value of the Participant's earnings

<PAGE>

points and service points determined as follows:

(a) One earnings point will be allocated to each eligible
Participant for each $2 of Basic Contributions made on his or her behalf
during the Plan Year;

(b) Five service points will be allocated to each eligible
Participant for each full Year of Credited Service he or she has earned as
of the end of the Plan Year, not to exceed 175 service points;

(c) A Participant who dies, retires under the Abbott Puerto Rico
Retirement Plan, or terminates employment with an Employer on account of
total disability for which benefits are payable under the Abbott Puerto
Rico, Inc. Extended Disability Plan, at any time during the Plan Year, will
be considered as having continued to be employed until December 31 of that
Year and will thus earn a Year of Credited Service for purposes of
subsection (b);

(d) A Participant who separates from service with the Corporation,
all Affiliated Corporations and all Subsidiaries for any reason other than
death, disability or retirement, at any time during the Plan Year, will be
allocated a pro rata portion of the service points the Participant would
have received had the Participant continued to be employed until December
31 of that Year, prorated based on the months during the Plan Year prior to
the Participant's separation from service, and will thus earn a partial
Year of Credited Service for purposes of subsection (b);

(e) A Participant who is transferred or given a leave of absence in
circumstances described in Section 2.3(d) above, at any time during the
Plan Year, will be allocated a pro rata portion of the service points the
Participant would have received had the Participant continued until
December 31 of that year, prorated based on the Participant's service up to
the date of such transfer or the date such leave began, as the case may be,
and will thus earn a partial Year of Credited Service for purposes of
subsection (b);

(f) If (i) a Participant retires under the Abbott Puerto Rico
Retirement Plan and elects to receive the distribution of his or her
Accounts during the same Plan Year, (ii) a Participant dies during the Plan
Year and the Beneficiary elects to

<PAGE>

take a distribution of the Participant's Accounts during the same Plan
Year; or (iii) a Participant separates from service during the Plan Year
for reasons other than retirement or death and does not elect to defer
his or her distribution to a later Plan Year, the Employer Contribution
due in each case for the Plan Year shall be calculated using the Point
Value determined for the prior Plan Year and allocated to the applicable
Participant's Employer Contribution Account. If a Participant or
Beneficiary who becomes eligible for a distribution during the Plan Year
does not take a distribution during the same Plan Year, as described in
the prior sentence, the Employer Contribution which would be allocable
to his or her Accounts shall be determined and allocated as of the end
of the Plan Year under subsection 3.5(g) below, as if the Participant
were actively employed as of the last day of the Plan Year, but
shall be calculated as described in (a)-(e) above based on the service
recognized therein.

(g) The amount of the Abbott Stock which will be allocated as of
the end of the Plan Year to the Employer Contribution Account of each
eligible Participant for such Plan Year shall be determined by multiplying
the aggregate cost (after adding earnings and deducting expenses as herein
permitted) of the Abbott Stock held in the Unallocated Account at the end
of the Plan Year by a fraction, the numerator of which is the sum of the
Participant's earnings points and service points as of the end of the Plan
Year and the denominator of which is the aggregate of all earnings points
and all service points for all eligible Participants as of the end of such
Plan Year (less the points attributable to Participants to whom or on whose
behalf distributions are made during the Plan Year). Once the portion of
the aggregate cost which is attributable to each eligible Participant is
determined, the applicable number of shares represented by such cost shall
be allocated to the Participant's Employer Contribution Account. After the
shares have been allocated, the Point Value for the Plan Year will be
calculated by dividing the cost of the Abbott Stock allocated to a
Participant's Accounts by the number of points credited to such
Participants for the Plan Year.

3.6 QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS. At the direction of
the Corporation, an Employer may make Qualified Nonelective Employer
Contributions to the Trust for a Plan Year either (a) on behalf of all
Participants for whom Pre-Tax Contributions are made for the Plan Year, or
(b) on behalf of only those Participants for

<PAGE>

whom Pre-Tax Contributions for the Plan Year are made and who are not Highly
Compensated Employees for the Plan Year, as the Board of Directors shall
determine. Such Qualified Nonelective Employer Contributions shall be made
only if, when they are combined with all employer contributions to all plans
which form a part of the Abbott Laboratories Stock Retirement Program, the
aggregate employer contributions of the Employers for the Plan Year to all
such plans do not exceed 7.5 percent of the declared dividends of Abbott
Laboratories for the Plan Year. Except as otherwise expressly provided for,
any Qualified Nonelective Contribution Employer Contribution shall be treated
as a Pre-Tax Contribution for all purposes under the Plan. Qualified
Nonelective Employer Contributions may be made pursuant to this Section
3.6(i) with respect only to Participants who are employed by an Subsidiary
which is not an Affiliated Corporation, (ii) with respect only to
Participants who are employed by Employers which are Affiliated Corporations,
or (iii) with respect to Participants described in both (i) and (ii).

3.7 TIME FOR MAKING AND CREDITING OF CONTRIBUTIONS. Basic and
Supplemental Pre-Tax and After-Tax Contributions will be withheld from the
Participants' Compensation through payroll deductions and will be paid in cash
to the Trust as soon as such contributions can reasonably be segregated from the
general assets of the Employers, but in any event within 90 days after the date
on which the Compensation to which such contributions relate is paid. Such
contributions will be credited to the Participants' respective Pre-Tax
Contribution and After-Tax Contribution Accounts as of the earlier of (a) the
date such contributions are received by the Trust and (b) the last day of the
Plan Year in which the Compensation is paid. In addition and subject to the
limits provided in Section 3.3, a Participant may make Supplemental After-Tax
Contributions by delivering to the Trustee, a certified check in the amount of
such contribution and the contribution shall be credited to the Participant's
Supplemental After-Tax Contribution Account as of the date it is received by the
Trustee. Any Employer Contributions or Qualified Nonelective Employer
Contributions for a Plan Year will be contributed to the Trust at such time as
the Employer determines, but no later than the time prescribed by law (including
extensions) for filing the Employer's federal or Puerto Rico income tax return
for its taxable year in or with which the Plan Year ends. Such contributions
will be credited to the Employer Contribution Accounts or Pre-Tax Contribution
Accounts, respectively, of Participants on whose behalf they are made at such
time as the Corporation determines, but no later than the last day of such Plan
Year.

<PAGE>

3.8 CERTAIN LIMITS APPLY. All contributions to this Plan are subject
to the applicable limits set forth under PR-Code sections 1165(e) and 1023(n),
as further described in Article 11.

3.9 RETURN OF CONTRIBUTIONS. No property of the Trust or contributions
made by the Employers pursuant to the terms of the Plan shall revert to the
Employers or be used for any purpose other than providing benefits to Eligible
Employees or their Beneficiaries and defraying the expenses of the Plan and the
Trust, except as follows:

(a) Upon request of the Corporation, contributions made to the
Plan before the issuance of a favorable determination letter by the Puerto
Rico Treasury Department with respect to the initial qualification of the
Plan under section 1165(a) of the PR-Code may be returned to the
contributing Employer, with all attributable earnings, within one year
after the Puerto Rico Treasury Department refuses in writing to issue such
a letter.

(c) Any amount contributed under the Plan by an Employer on the
condition of its deductibility under section 1023(n) of the PR-Code may be
returned to such Employer upon its request, within one year after the
Puerto Rico Treasury Department disallows the deduction in writing.

In no event shall the return of a contribution hereunder cause any Participant's
Accounts to be reduced to less than they would have been had the mistaken or
nondeductible amount not been contributed. No return of a contribution
hereunder shall be made more than one year after the mistaken payment of the
contribution, or disallowance of the deduction, as the case may be.

<PAGE>

3.10 SPECIAL LIMITS FOR CORPORATE OFFICERS. Notwithstanding any other
provision of the Plan, the Administrator may, from time to time, impose
additional limits on the percentages of Compensation which may be contributed to
the Plan by, or on behalf of, Corporate Officers, provided that such additional
limits are lower than the limits applicable to other Participants. The amount
and terms of such limits shall be determined by the Administrator in its sole
discretion, need not be the same for all Corporate Officers and may be changed
or repealed by the Administrator at any time. For purposes of this Section
3.10, the term "Corporate Officer" shall mean an individual elected an officer
of the Corporation by its Board of Directors but shall not include assistant
officers.

ARTICLE 4. PARTICIPANT ACCOUNTS

4.1 ACCOUNTS. The Administrator will establish and maintain (or cause
the Trustee to establish and maintain) for each Participant a Basic After-Tax
Contribution Account, a Basic Pre-Tax Contribution Account, a Supplemental
After-Tax Contribution Account, a Supplemental Pre-Tax Contribution Account, an
Employer Contribution Account, a Rollover Contribution Account (if applicable),
a Transfer Contribution Account (if applicable) and such other accounts or
subaccounts as the Administrator in its discretion deems appropriate. All such
Accounts shall be referred to collectively as the "Accounts".

4.2 ADJUSTMENT OF ACCOUNTS. Except as provided in the following
sentence, as of each Valuation Date, the Administrator or Trustee, as the case
may be, shall adjust the balances of each Account maintained under the Plan on a
uniform and consistent basis to reflect the contributions, distributions,
income, expense, and changes in the fair market value of the assets attributable
to such Account since the prior Valuation Date, in such reasonable manner as the
Administrator or Trustee, as the case may be, shall determine. Employer
Contributions made to the Unallocated Account, Abbott Stock acquired under
Section 3.5 with such Employer Contributions, and dividends paid on such Abbott
Stock will not be valued as of each Valuation Date, but will be allocated to the
Participants' Accounts only as of the end of the Plan Year in accordance with
Section 3.5 and thereafter such amounts will be valued in accordance with the
first sentence of this Section 4.2. Notwithstanding any other provision of the
Plan, to the extent that Participants' Accounts are invested in mutual funds or
other assets for which daily pricing is available ("Daily Pricing Media"), all
amounts contributed to the Trust will be invested at the time of their actual
receipt by the Daily Pricing Media, and the

<PAGE>

balance of each Account shall reflect the results of such daily pricing from
the time of actual receipt until the time of distribution. Investment
elections and changes made pursuant to Section 5.5 shall be effective upon
receipt by the Daily Pricing Media. References elsewhere in the Plan to the
investment of contributions "as of" a date other than that described in this
Section 4.2 shall apply only to the extent, if any, that assets of the Trust
are not invested in Daily Pricing Media.

ARTICLE 5. INVESTMENT OF ACCOUNTS

5.1 ABBOTT STOCK. All Basic Contributions and Employer Contributions
shall be invested in shares of Abbott Stock. A Participant may also direct that
some or all of his or her Supplemental Contributions, Rollover Contributions (if
applicable) or Transfer Contributions (if applicable) be invested in shares of
Abbott Stock. Abbott Stock shall be purchased and sold by the Trustee on the
open market or from Abbott in accordance with stock trading procedures
established by the Committee and agreed to by the Trustee.

5.2 PUTNAM STABLE VALUE FUND. A Participant may direct that some or
all of his or her Supplemental Contributions, Rollover Contributions, or
Transfer Contributions be invested in the Putnam Stable Value Fund.

5.3 OTHER INVESTMENT FUNDS. The Committee may, from time to time,
direct the Trustee to establish one or more Investment Funds. A Participant may
invest some or all of his or her Supplemental Contributions, Rollover
Contributions or Transfer Contributions made on or after January 1, 1996 in one
or more of the Investment Funds available under the Plan in such increments and
in such manner as the Committee and the Trustee establish in investment
procedures. To the extent permitted by Section 5.4, a Participant may instruct
the Trustee that amounts held in his or her Accounts that are invested in
Abbott Stock be transferred to and invested in one or more of the Investment
Funds established under this Section 5.3. Any amounts held in a Participant's
Accounts that are not otherwise restricted as to investment under Section 5.1 or
5.4 may be invested or reinvested in Abbott Stock or any of the Investment Funds
then available under the Plan in accordance with the procedures established
under Section 5.5.

5.4 PRE-RETIREMENT FEATURE FOR REINVESTMENT OF ABBOTT STOCK. Effective
April 3, 1996 (or such subsequent date as the Administrator determines in his or
her sole

<PAGE>

discretion), and for periods thereafter, a Participant who attains age 50 may
direct the Trustee to liquidate all or a portion of the Abbott Stock held in
his or her Accounts and reinvest the proceeds in the Putnam Stable Value Fund
or any of the other Investment Funds described in Section 5.3.

Basic Contributions and Employer Contributions made to the Plan
with respect to a Participant who is eligible for the Pre-Retirement Feature
described in this Section 5.4 shall continue to be invested initially in shares
of Abbott Stock, but will be available for reinvestment in the Putnam Stable
Value Fund or in any of the other Investment Funds described in Section 5.3 in
accordance with the procedures established under Section 5.5.

The restrictions described in this Section 5.4 shall apply to the
Accounts of all Participants, including, but not limited to, those who have
retired under the Abbott Puerto Rico Retirement Plan.

5.5 INVESTMENT ELECTIONS. Subject to Sections 5.1, 5.2, and 5.4, a
Participant, Beneficiary or Alternate Payee may make or change investment
instructions with respect to the portion of the Accounts over which he or she
has investment direction at such times and at such frequency as the
Administrator shall permit in accordance with investment procedures established
for the Plan. Such investment instructions shall be in writing or in such other
form as is acceptable to the Trustee.

5.6 DEFAULT INVESTMENT FUND. The Administrator shall, from time to
time, identify from time to time one or more of the Investment Funds as the
default Investment Fund into which all contributions, for which the Participant
has the right to direct investment, shall be invested if the Participant fails
to provide complete and clear investment instructions for such contributions.
Such contributions shall remain in the default Investment Fund until the Trustee
receives investment instructions from the Participant in a form acceptable to
the Trustee.

5.7 PARTICIPANT DIRECTION OF INVESTMENTS. To the extent that this
Article 5 does not prohibit a Participant, Beneficiary or Alternate Payee from
directing the investment of his or her Accounts, the Plan is intended to be a
participant directed plan and to comply with the requirements of ERISA section
404(c) and the United States Department of Labor Regulations 2550.404c-1 as a
participant directed plan. To the extent this Section 5.7 applies, the
Administrator shall direct the Trustee from time to

<PAGE>

time with respect to such investments pursuant to the instructions of the
Participant (or, if applicable, the Alternate Payee, or the deceased
Participant's Beneficiary), but the Trustee may refuse to honor any
investment instruction if such instruction would cause the Plan to engage in
a prohibited transaction (as described in ERISA section 406) or cause the
Trust to be subject to income tax. The Administrator shall prescribe the
form upon which, or such other manner in which such instructions shall be
made, as well as the frequency with which such instructions may be made or
changed and the dates as of which such instructions shall be effective. The
Board of Directors reserves the right to amend the Plan to remove the right
of Participants, Beneficiaries or Alternate Payees to give investment
instructions with respect to their Accounts. Nothing contained herein shall
provide for the voting of shares of Abbott Stock by any Participant,
Beneficiary or Alternate Payee, except as otherwise provided in the Trust.

5.8 DIVIDENDS ON ABBOTT STOCK. Except with respect to shares of Abbott
Stock acquired during the Plan Year and held in the Unallocated Account, cash
dividends on shares of Abbott Stock shall be credited to the applicable Accounts
in which the shares are held and cash proceeds from the sale of any rights or
warrants received with respect to such Stock shall be invested in shares of
Abbott Stock when such dividends or proceeds are received by the Trust, and
thereafter such shares shall be credited to such Accounts based on the average
cost of all shares purchased with such dividends or proceeds. Stock dividends
or "split-ups" and rights or warrants appertaining to such shares shall be
credited to the applicable Accounts when received by the Trust. Cash dividends
received with respect to shares of Abbott Stock held in the Unallocated Account
and cash proceeds from the sale of rights or warrants received with respect to
such Abbott Stock shall be reinvested in Abbott Stock and allocated under
Section 3.5, to the extent not used to pay expenses of the Plan. Any stock
dividends or "split-ups" (and any rights or warrants unless sooner sold)
appertaining to shares of Abbott Stock held in the Unallocated Account will be
held in the Unallocated Account until the end of the Plan Year and allocated
under Section 3.5.

ARTICLE 6. WITHDRAWALS PRIOR TO SEPARATION FROM SERVICE

6.1 IN-SERVICE WITHDRAWALS OF AFTER-TAX CONTRIBUTIONS.

(a) SUPPLEMENTAL AFTER-TAX CONTRIBUTIONS. A Participant may elect
to withdraw from the Trust any or all of his or her Supplemental After-Tax

<PAGE>

Contributions. Withdrawals shall be made from Abbott Stock, the Putnam
Stable Value Fund or any other Investment Fund as the Participant elects,
but only to the extent such total withdrawals under this subsection (a) do
not exceed the Participant's Supplemental After-Tax Contributions in his or
her Supplemental After-Tax Contribution Account.

(b) BASIC AFTER-TAX CONTRIBUTIONS. A Participant who has completed
five or more Years of Credited Service and has withdrawn all of his or her
Supplemental After-Tax Contributions under subsection (a) may then elect
to withdraw from the Trust any or all of his or her Basic After-Tax
Contributions. Withdrawals shall be made from Abbott Stock, the Putnam
Stable Value Fund or any other Investment Fund as the Participant elects,
but only to the extent such total withdrawals under this subsection (b) do
not exceed the Participants Basic After-Tax Contributions in his or her
Basic After-Tax Contribution Account.

(c) VALUATION OF SHARES WITHDRAWN. Withdrawals of shares of Abbott
Stock under this Section 6.1 from Basic and Supplemental After-Tax
Contribution Accounts shall be in whole shares except when withdrawal of a
fractional share is necessary to exhaust the Abbott Stock allocated to such
Accounts in which event the cash value of such fractional share shall be
withdrawn.

(d) (i) For purposes of Section 6.1(a), shares of Abbott Stock
purchased with a Participant's Supplemental After-Tax Contributions shall
be determined as follows:

(A) FIRST, the average cost to the Trust of all withdrawn
shares of Abbott Stock purchased with the Participant's
Supplemental After-Tax Contributions and related dividends shall
be established.

(B) NEXT, the total of the Participant's unwithdrawn
Supplemental After-Tax Contributions and applied to purchase
Abbott Stock shall be divided by the average cost established
under subparagraph (A) above and the resulting amount shall be
the number of shares purchased with the Participant's
Supplemental After-Tax Contributions.

<PAGE>

(ii) For purposes of Section 6.1(b), shares of Abbott Stock
purchased with a Participant's Basic After-Tax Contributions shall
be determined as follows:

(C) FIRST, the average cost to the Trust of all unwithdrawn
shares of Abbott Stock purchased with the Participant's Basic
After-Tax Contributions and related dividends shall be
established.

(D) NEXT, the total of the Participant's unwithdrawn Basic
After-Tax Contributions applied to purchase Abbott Stock shall be
divided by the average cost established under subparagraph (A)
above and the resulting amount shall be the number of shares
purchased with the Participant's Basic After-Tax Contributions.

For purposes of determining a Participant's unwithdrawn Basic After-Tax
Contributions, any shares of Abbott Stock purchased with the Participant's
Basic After-Tax Contributions that were withdrawn by the Participant as of
any date shall be charged at the average cost established under
subparagraph (i)(A) above as of such date.

(e) The foregoing provisions of this Section 6.1 are subject to the
following:

(i) Shares of Abbott Stock and other amounts that are
withdrawn by a Participant under this Section 6.1 shall be charged
to his or her respective After-Tax Contribution Account.

(ii) No more than one withdrawal may be elected in any
calendar quarter; provided, however, that the Administrator, in his
or her sole discretion, may waive this limitation in unusual cases.

(iii) Distribution of the shares of Abbott Stock or other
amounts a Participant elects to withdraw under this Section 6.1
will be made within such time period and in accordance with the
procedures established by the Administrator and agreed to by the
Trustee. If the Participant dies prior to

<PAGE>

the time distribution of such shares or amounts is made,
distribution shall be made to the Participant's Beneficiary in the
same manner as other distributions from the Trust.

(iv) Each request for a withdrawal shall be filed with the
Administrator, shall specify the dollar amount or the share amount
(or both) to be withdrawn, which amount shall not be less than
$500, and may not be revoked, amended or changed by the Participant
after it is filed. The Participant shall indicate in his
withdrawal request whether the withdrawal is to be made in cash or
in Abbott Stock.

(v) Any fees associated with a withdrawal will be charged to
the Participant's Accounts.

(vi) Withdrawals under this Section 6.1 shall be subject to
such further conditions and limitations as the Administrator may
establish from time to time and apply on a uniform basis.

(vii) Any shares of Abbott Stock that are withdrawn will be
considered as having been withdrawn at the average cost, as of the
date of the withdrawal, of the shares of Abbott Stock reflected in
the Account from which it was withdrawn.

6.2 DISTRIBUTIONS REQUIRED BY A QUALIFIED DOMESTIC RELATIONS ORDER. To
the extent required by a Qualified Domestic Relations Order, the Administrator
shall make distributions from a Participant's Accounts to Alternate Payees named
in such order in a manner consistent with the distribution options otherwise
available under this Plan, regardless of whether the Participant is otherwise
entitled to a distribution at such time under the Plan.

6.3 REQUIRED DISTRIBUTIONS AFTER AGE 70-1/2. Except as provided in the
next sentence, a Participant who remains an Employee on or after his or her
"required beginning date" (within the meaning of United States Internal Revenue
Code section 401(a)(9)) while an Employee shall receive a distribution of the
full value of his or her Accounts as of the date any distribution under Code
section 401(1)(9) would be required. Any Participant (other than a 5% owner of
the Corporation, an Affiliated

<PAGE>

Corporation, or a Subsidiary in the year such owner attains age 66-l/2 and
any subsequent year) who attained age 70-1/2 before January 1, 1988 may defer
receipt of the distributions under this Section 6.2 until the April 1
following the calendar year in which he or she retires or attains age 70-1/2,
whichever is later. Each distribution described in this Section 6.2 shall be
made at the latest possible date permitted under the United States Internal
Revenue Code section 401(a)(9) and Regulations thereunder and in accordance
with such administrative rules and practices as may be adopted by the
Administrator.

6.4 PARTICIPANT'S CONSENT TO DISTRIBUTION OF BENEFITS. If a
Participant receives a withdrawal under Section 6.1 or 6.2, or an Alternative
Payee receives a distribution under Section 6.3, no distribution may be made
unless:

(a) between the 30th and 90th day prior to the date distribution is
to be made or commence, the Administrator notifies the Participant or the
Alternate Payee (whichever is applicable) in writing that he or she may
defer distribution until the April 1 after the Plan Year in which he or she
attains age 70-1/2 and provides the Participant or the Alternate Payee
(whichever is applicable) with a written description of the material
features and (if applicable) the relative values of the forms of
distribution available under the Plan; and

ARTICLE 7. LOANS TO PARTICIPANTS

7.1 IN GENERAL. Upon the request of an Eligible Borrower on a form
approved or procedure prescribed by the Administrator, and subject to the
conditions of this Article, the Administrator shall direct the Trustee to make a
loan from the Trust to the Eligible Borrower. For purposes of this Article, an
"Eligible Borrower" is:

(a) a Participant who is an Eligible Employee; or

<PAGE>

(b) a Participant who is a former Employee and is a "party in
interest" within the meaning of ERISA section 3(14); or

(c) a deceased Participant's Beneficiary who has not yet received
the entire vested portion of the Participant's Accounts and who is a "party
in interest" as described in (b) above.

7.2 RULES AND PROCEDURES. The Administrator shall promulgate such
rules and procedures, not inconsistent with the express provisions of this
Article, as he or she deems necessary to carry out the purposes of this Article.
All such rules and procedures shall be deemed a part of the Plan for purposes of
the United States Department of Labor's Regulations section 2550.408b-1(d).

7.3 MAXIMUM AMOUNT OF LOAN. The following limitations shall apply in
determining the amount of any loan to an Eligible Borrower hereunder:

(a) The amount of the loan, together with any other outstanding
indebtedness under this Plan or any other qualified retirement plan
of Abbott, the Corporation, any Affiliated Corporation or any
Subsidiary, shall not exceed $50,000 reduced by the excess of (i)
the highest aggregate outstanding loan balance of the Eligible
Borrower from such plans during the one-year period ending on the
day prior to the date on which the loans are made, over (ii) the
Eligible Borrower's outstanding loan balance from such plans
immediately prior to the loan.

(b) The amount of the loan shall not exceed 50 percent of the
Eligible Borrower's Accounts, determined as of the Valuation Date
immediately preceding the date of the loan.

(c) No loan may exceed the aggregate value of the Participant's
Basic Pre-Tax Contribution Account, Supplemental Pre-Tax
Contribution Account, Employer Contribution Account, Rollover
Contribution Account and Transfer Contribution Account (excluding
any amount contributed by the Participant on an after-tax basis).

7.4 MINIMUM AMOUNT OF LOAN; NUMBER OF LOANS; FREQUENCY OF LOANS; FEES
FOR LOANS. The minimum amount of any single loan under the Plan shall be $500.
A Participant

<PAGE>

may have only two loans outstanding at any time under the Plan or under any
other plan referred to in Section 3.5. All loans shall be subject to such
rules and procedures as the Administrator shall promulgate from time to time
pursuant to the authority granted in Section 7.2. The Administrator may
charge a loan fee and such fee may be charged to the Participant's Accounts
or taken from the loan proceeds.

7.5 NOTE; SECURITY; INTEREST. Each loan shall be evidenced by a note
signed by the Eligible Borrower, a Participant Credit Agreement, or other
legally enforceable evidence of indebtedness ("Note"). The Note shall be an
asset of the Trust which shall be allocated to the Accounts of the Eligible
Borrower, and shall for purposes of the Plan be deemed to have a value at any
given time equal to the unpaid principal balance of the Note plus the amount of
any accrued but unpaid interest. The Note shall be secured by that portion of
the Accounts represented by the Note (not to exceed 50% of the Eligible
Borrower's vested interest in his or her Accounts determined as of the date of
the loan). The loan shall bear interest at an annual percentage interest rate
to be determined by the Administrator. In determining the interest rate, the
Administrator shall take into consideration interest rates currently being
charged by persons in the business of lending money with respect to loans made
in similar circumstances.

7.6 REPAYMENT. Each loan made to an Eligible Borrower who is receiving
regular payments of Compensation from the Employer shall be repayable by payroll
deduction. Loans made to other Eligible Borrowers (and, in all events, where
payroll deduction is no longer practicable) shall be repayable in such manner as
the Administrator may from time to time determine. In each case payments shall
be made not less frequently than quarterly, over a specified term (as determined
by the Administrator) not to extend beyond the earlier of five years from the
date of the loan or the Participant's anticipated retirement date, with
substantially level amortization. Where the loan is being applied toward the
purchase or construction of a principal residence for the Eligible Borrower, the
term for repayment shall not extend beyond the earlier of 15 years from the date
of the loan or the Participant's anticipated retirement date. An Eligible
Borrower may prepay the full balance of an outstanding loan at any time by
delivering to the Trustee a certified check in the amount of such remaining
balance and any accrued but unpaid interest. An Eligible Borrower may also
refinance an outstanding loan, provided that the limits under Section 7.3 allow
the Borrower to borrow an amount equal to, or greater than, the balance due on
the outstanding loan.

<PAGE>

7.7 REPAYMENT UPON DISTRIBUTION. If, at the time benefits are to be
distributed (or to commence being distributed) to an Eligible Borrower with
respect to a separation from service, there remains any unpaid balance of a loan
hereunder, such unpaid balance shall, to the extent consistent with United
States Department of Labor regulations, become immediately due and payable in
full. Such unpaid balance, together with any accrued but unpaid interest on the
loan, shall be deducted from the Eligible Borrower's Accounts, subject to the
default provisions below, before any distribution of benefits is made. Except
as is provided in Section 7.1 or as may be required in order to comply (in a
manner consistent with continued qualification of the Plan under PR-Code section
1165(a)) with United States Department of Labor regulations, no loan shall be
made to an Eligible Borrower under this Article after the Eligible Borrower
incurs a separation from service whether or not he or she has begun to receive
distribution of his or her Accounts.

7.8 DEFAULT. In the event of a default in making any payment of
principal or interest when due under the Note evidencing any loan under this
Article, if such default continues for more than 90 days after written notice of
the default by the Trustee, the unpaid principal balance of the Note shall
immediately become due and payable in full. Such unpaid principal, together
with any accrued but unpaid interest, shall thereupon be deducted from the
Eligible Borrower's Accounts, subject to the further provisions of this Section.
The amount so deducted shall be treated as distributed to the Eligible Borrower
and applied by the Eligible Borrower as a payment of the unpaid interest and
principal (in that order) under the Note evidencing such loan. In no event
shall the Administrator apply the Eligible Borrower's Accounts to satisfy the
Eligible Borrower's repayment obligation, whether or not he or she is in
default, unless the amount so applied otherwise could be distributed in
accordance with the Plan. Default distributions under this Section 7.8 shall be
subject to such further conditions and limitations as the Administrator may
establish from time to time and apply on a uniform basis.

7.9 NONDISCRIMINATION. Loans shall be made available under this
Article to all Eligible Borrowers on a reasonably equivalent basis.

7.10 SOURCE OF LOAN PROCEEDS. The proceeds for a loan shall be drawn
first from an Eligible Borrower's Supplemental Pre-Tax Contribution Account,
then from his or her Rollover Contribution Account established pursuant to
Section 12.1 (if any), then

<PAGE>

from his or her transfer Contribution Account established pursuant to Section
12.3 (if any), and then from his or her Basic Pre-Tax Contribution Account
and then from his or her Employer Contribution Account, in each case drawing
proportionately from the Investment Funds (other than Abbott Stock) in which
the applicable Account is invested until such Investment Funds are exhausted,
and then drawing from the applicable Account the Abbott Stock held in each
such Account.

7.11 REINVESTMENT OF LOAN REPAYMENTS. Loan repayments shall be made to
the Eligible Borrower's Accounts from which the proceeds were drawn under
Section 7.10 in the proportion that the loan was taken from each such Account at
the origination of the loan. Within each such Account, the proceeds will be
invested in accordance with the investment instructions or restrictions
applicable at the time of each loan repayment. If the Eligible Borrower is not
currently making contributions to any such Account at the time of loan
repayment, the proceeds will be invested within such Account in accordance with
any previous instructions on file by the Participant for the investment of
contributions in such Account, and if there are no such instructions on file,
the proceeds will be invested in the default Investment Fund(s) then in effect
under Section 5.6. The Participant may change his or her investment
instructions in accordance with Section 5.5 for purposes of reinvesting the loan
repayments even if he or she is not then making contributions to the Plan. All
such proceeds (other than proceeds repaid to and invested in a Basic Pre-Tax
Contribution Account or an Employer Contribution Account by a Participant who
has not yet reached the age of 50) shall, for purposes of Article 5, be
considered to be unrestricted as to investment and may be invested in any of the
Investment Funds then available under the Plan.

ARTICLE 8. BENEFITS UPON RETIREMENT, DEATH OR SEPARATION FROM SERVICE

8.1 RETIREMENT OR SEPARATION FROM SERVICE FOR REASONS OTHER THAN DEATH.
Following a Participant's retirement or separation from the service with Abbott,
the Corporation, all Affiliated Corporations and all Subsidiaries for any reason
other than death, the Participant will receive the value of his or her Accounts
in a single sum payment unless he or she elects an annuity under Section 8.3 (b)
or a direct rollover under Section 8.3(d). To the extent that the Participant's
Accounts hold Abbott Stock, he or she may receive the distribution in whole
shares of Abbott Stock and cash for any fractional share.

<PAGE>

8.2. TIME OF DISTRIBUTIONS. Distribution with respect to a
Participant's separation from service (other than on account of death or
retirement) normally will be made or commence as soon as practicable after such
separation. The Employer Contribution made on the Participant's behalf under
Section 3.5 for the Plan Year will be based on the Point Value determined for
the prior Plan Year and distributed to the Participant in cash or Abbott Stock,
at the Participant's election. Except as provided in the last sentence of this
Section 8.2, in the case of a Participant whose Accounts are valued in excess of
$5,000 and who has not yet attained age 70, however, distribution may not be
made under this Section unless:

(a) between the 30th and 90th day prior to the date distribution is
to be made or commence, the Administrator notifies the Participant in
writing that he or she may defer distribution until the April 1 after the
Plan Year in which he or she attains age 70 and provides the Participant
with a written description of the material features and (if applicable) the
relative values of the forms of distribution available under the Plan; and

The value of a Participant's Accounts will be considered to be in excess of
$5,000 if the value exceeds such amount at the time of the distribution in
question or exceeded such amount at the time of any prior distribution to the
Participant under the Plan. Distributions in all events will commence no later
than the 60th day after the close of the Plan Year which occurs after the later
of the Participant's separation from service or the Participant's attainment of
age 70.

A Participant who is eligible for retirement under the terms of the Abbott
Puerto Rico Retirement Plan will normally receive a distribution as soon as
practicable after the end of the Plan Year in which he or she retires and
following the crediting of the Employer Contribution determined under Section
3.5 for such Plan Year. Such Participant may elect to receive the distribution
in the calendar year in which he or she retires, in which event the Employer
Contribution made on the Participant's behalf under Section 3.5 will be based on
the Point Value determined for the prior Plan Year and distributed to the
Participant in cash. Alternatively, the Participant may elect to defer the
distribution of his or her Accounts until any date, but no later than April 1
after the Plan Year in which he or she attains age 70.

<PAGE>

(b) ANNUITY PURCHASED FOR CERTAIN AMOUNTS. Monthly payments may
be made from a single premium annuity contract purchased for the
Participant with all or any portion of the value of the Participant's
Accounts under the Abbott Laboratories Stock Retirement Plan as of December
31, 1995. The provisions of such annuity contract shall be subject to the
following:

(A) The payment forms under an annuity contract shall
include: (1) an annuity payable for the life of the Participant;
(2) an annuity payable for life with a refund feature; (3) an
annuity payable over the joint lives of the Participant and
another person designated by the Participant, provided such
person (if not the Participant's spouse) is not more than 30
years younger than the Participant; or (4) an annuity payable for
life and a period provided such period certain does not extend
beyond the Participant's 85th birthday.

(B) Each such annuity contract shall be
nontransferable except by surrender to the issuing insurance
company and shall provide for a monthly payment of not less than
twenty five dollars ($25).

(C) The Administrator may cause an annuity contract to
be assigned or delivered to the person or persons then entitled
to payments under it, but prior to the assignment or delivery of
an annuity contract, it shall be rendered nontransferable and, at
the Administrator's discretion, may be rendered non-commutable.

(D) If a Participant is married on his or her Annuity
Starting Date, and the Participant has elected to have his or her
benefits distributed by purchase of an annuity contract, the
value of the Participant's

<PAGE>

Accounts will be applied to purchase a joint and survivor
annuity (as defined herein), unless the Participant has made an
election to waive that form of annuity. A "joint and survivor
annuity" is an annuity payable for the life of the
Participant, with a survivor annuity payable for the life
of his or her spouse of one-half of the amount payable during the
joint lives of the Participant and his or her spouse. A
Participant may make a written election to waive the joint and
survivor annuity at any time during the 90-day period ending on
his or her annuity starting date (as defined herein). Such an
election will be effective only if the Participant's spouse
consents to the election in writing, and such consent
acknowledges the effect of the waiver and is witnessed by a Plan
representative or a notary public. Within a reasonable time
before a Participant's annuity starting date, the Administrator
shall provide the Participant with a written explanation of the
terms and conditions of the joint and survivor annuity, the
Participant's right to make, and the effect of, a revocation of
such a waiver. An election under this subsection may be revoked
by a Participant at any time prior to his or her annuity starting
date. If a Participant has elected to waive the joint and
survivor annuity, his or her Account balances will be distributed
under one of the annuity forms of payment described in Section
8.3(b)above, as the Participant elects. The term "annuity
starting date" for any Participant means (a) the first day of the
first period for which a benefit is payable to the Participant
under the Plan as an annuity, or (b) in the case of a benefit not
payable in the form of an annuity, the first day on which all
events have occurred which entitle the Participant to such
benefit.

<PAGE>

(c) CASHOUT OF SMALL BENEFITS. If the value of a Participant's
Accounts is $5,000 or less, distribution shall be made to the Participant
in a single sum payment as soon as practicable following the Participant's
separation from service. The amount of such distribution shall be
determined as of the Valuation Date immediately preceding or coinciding
with the date the distribution is to be made. The Participant's Accounts
will not be considered to be valued at $5,000 or less, if the value of such
Accounts at the time in question or at the time of any prior distribution
to the Participant under the Plan exceeds such amount.

(d) DIRECT ROLLOVER OF SINGLE SUM PAYMENTS. If a Participant or
an Alternate Payee of the Participant is entitled to a single sum payment
under Section 8.3(a), he or she may elect to have such payment transferred
directly to another qualified plan, an individual retirement account, or an
individual retirement annuity. The Administrator shall not be obligated to
honor any transfer instruction under this Section that specifies more than
one transferee.

8.4. DISTRIBUTIONS AFTER A PARTICIPANT'S DEATH.

(a) DEATH PRIOR TO SEPARATION FROM SERVICE. If a Participant dies
prior to his or her separation from the service with Abbott, the
Corporation, all Affiliated Corporations and all Subsidiaries, the
Participant's Beneficiary will receive the Participant's Accounts in a
single sum payment as soon as practicable after the end of the Plan Year in
which the Participant's death occurs; provided, however, the Beneficiary
may elect to receive the distribution in the Plan Year in which the
Participant's death occurred, in which event the Employer Contribution made
on behalf of the Participant under Section 3.5 for such Plan Year shall be
based on the Point Value determined for the prior Plan Year and shall be
distributed in cash. Distribution must be made to a Beneficiary who is not
the Participant's spouse no later than December 31 of the calendar year
following the year of the Participant's death. If the Beneficiary is the
Participant's spouse, the Beneficiary may elect to defer receipt of the
distribution of the Participant's Accounts until any date, but no later
than the December 31 of the Plan Year in which the Participant would have
attained age 70.

(b) DEATH AFTER SEPARATION FROM SERVICE. If a Participant dies
after separation from service but before the complete distribution of his
or her Accounts has been made,

<PAGE>

the Participant's Beneficiary will receive the value of the Participant's
Accounts. Distribution will be made in a single sum payment as soon as
practicable after the Participant's death (but no later than December 31
of the calendar year following the year of the Participant's death);
provided, however, that if distribution to the Participant had begun
following his or her separation from service in a form elected by the
Participant, distribution will continue to be made to the Beneficiary
at least as rapidly in such form unless the Beneficiary elects to
receive distribution in cash in a single sum as soon as practicable
following the Participant's death. Any such election must be made on
a form approved by the Administrator and must be received by the
Administrator within such period following the Participant's death as the
Administrator may prescribe. To the extent the Participant's Accounts held
Abbott Stock at the time of the proposed distribution, the Beneficiary may
receive the distribution in whole shares of Abbott Stock and cash for any
fractional share.

(c) CASHOUT OF SMALL BENEFITS. If a Participant dies and the
value of a Participant's Accounts is $5,000 or less, distribution shall be
made to the Beneficiary in a single sum payment as soon as practicable
following the Participant's death (but in no event later than the 60th day
following the close of the Plan Year in which such death occurs) or such
later date on which the amount of the distribution can be determined by the
Administrator. The amount of such distribution shall be determined as of
the Valuation Date immediately preceding or coinciding with the date the
distribution is to be made. The Participant's Accounts will not be
considered to be valued at $5,000 or less, if the value of such Accounts at
the time in question or at the time of any prior distribution to the
Participant under the Plan exceeds such amount.

(d) DIRECT ROLLOVER OF SINGLE SUM PAYMENTS. If a Beneficiary who
is the spouse of a deceased Participant is entitled to a single sum payment
under Section 8.3(a), he or she may elect to have such payment transferred
directly to an individual retirement account or an individual retirement
annuity. The Administrator shall not be obligated to honor any transfer
instruction under this Section that specifies more than one transferee.

8.5. DESIGNATION OF BENEFICIARY. Subject to the provisions of this
Section, a

<PAGE>

Participant's Beneficiary shall be the person or persons (or entity or
entities), if any, designated by the Participant from time to time on a form
or in a manner approved by the Administrator. In the absence of an effective
Beneficiary designation, a Participant's Beneficiary shall be his or her
surviving spouse, if any, or if none, the Participant's issue, or if none,
the Participant's estate. A non-spouse Beneficiary designation by a
Participant who is married at the time of his or her death shall not be
effective unless

ARTICLE 9. ADMINISTRATION

9.1 BOARD OF REVIEW. The Board of Review, except where such are
specifically reserved to the Board of Directors, shall have all powers, duties
and obligations (whether imposed, granted or reserved and whether explicit or
implicit) which are lodged in the Corporation under the Trust, or the Plan, or
any supplement to

<PAGE>

the plan or by law or regulations. It shall perform all functions
specifically assigned to it under the Plan and under the Trust created
pursuant to the Plan. The Board of Review at its sole discretion may
delegate or redelegate any responsibility which it is able to exercise, and
may revoke such delegations at its sole discretion.

9.2 ADMINISTRATOR. The Administrator will be the "administrator" of
the Plan as defined in section 3(16)(A) of ERISA and a "named fiduciary" for
purposes of section 402(a)(1) of ERISA with authority to control and manage the
operation and administration of the Plan, and will be responsible for complying
with all of the reporting and disclosure requirements of Part 1 of Subtitle B of
Title I of ERISA. The Administrator will not, however, have any authority over
the investment of assets of the Trust or the selection of Investment Funds.

9.3 POWERS OF ADMINISTRATOR. The Administrator will have full power to
administer the Plan in all of its details and, other than the selection of
Investment Funds, subject, however, to the requirements of ERISA. For this
purpose the Administrator's power will include, but will not be limited to, the
following discretionary authority:

(a) to make and enforce such rules and regulations as the
Administrator deems necessary or proper for the efficient administration of
the Plan or as required to comply with applicable law;

(b) to interpret and enforce the Plan in accordance with the terms
of the Plan (including the rules and regulations adopted under subsection
(a)) and to make factual determinations thereunder, including the
discretionary power to determine the rights or eligibility of Employees
or Participants and any other persons, and the amount, if any, of their
benefits under the Plan, and to construe or interpret disputed, ambiguous,
or uncertain terms;

(c) to compute the amounts to be distributed under the Plan, to
determine the person or persons to whom such amounts are to be distributed,
and to make equitable adjustments for mistakes or errors;

(d) to authorize the payment of distributions, to compromise and
settle any

<PAGE>

disputed claim, and to direct the Trustee to make such payments from the
Trust;

(e) to keep such records and submit such filings, elections,
applications, returns or other documents or forms as may be required under
the PR-Code, ERISA and applicable regulations, or under other federal,
state or local law and regulations;

(g) by written instrument, to allocate and delegate his or her
fiduciary responsibilities in accordance with ERISA section 405; and

(h) to furnish each Employer with such information and data as may
be required by it for tax and other purposes in connection with the Plan.

Actions taken in good faith by the Administrator shall be binding and conclusive
on all parties.

9.4 NONDISCRIMINATORY EXERCISE OF AUTHORITY. Whenever, in the
administration of the Plan, any discretionary action by the Administrator is
required, the Administrator shall exercise its authority in a nondiscriminatory
manner so that all persons similarly situated will receive substantially the
same treatment.

9.5 RELIANCE ON TABLES, ETC. In administering the Plan, the
Administrator will be entitled, to the extent permitted by law, to rely
conclusively on all tables, valuations, certificates, opinions and reports which
are furnished by any accountant, trustee, counsel, actuary, insurance company or
other expert who is employed or engaged by the Administrator or by Abbott or the
Corporation on the Administrator's behalf.

9.6 CLAIMS AND REVIEW PROCEDURES. The Administrator shall adopt
procedures for the filing and review of claims in accordance with ERISA section
503.

9.7 INDEMNIFICATION. The Corporation agrees to indemnify and defend to
the

<PAGE>

fullest extent of the law any of its or Abbott's employees or former
employees who serves or has served as Administrator or as a member of the
Board of Review or who has been appointed to assist the Administrator or the
Board of Review in administering the Plan or to whom the Administrator or the
Board of Review has delegated any duties or responsibilities against any
liabilities, damages, costs and expenses (including attorneys' fees and
amounts paid in settlement of any claims approved by the Corporation)
occasioned by any act or omission to act in connection with the Plan, if such
act or omission to act is in good faith.

9.8 EXPENSES AND COMPENSATION. No compensation shall be paid to the
Administrator or any assistant who is a full-time employee of Abbott, the
Corporation, an Affiliated Corporation or a Subsidiary, but the Administrator
and his or her assistants shall be reimbursed for all expenses reasonably
incurred in the administration of the Plan. Such expenses shall be charged to
the Trust and paid first out of the dividends paid on Abbott Stock held in the
Unallocated Account and then from Employer Contributions prior to allocation
under Section 3.5, unless the Employers pay such expenses directly. To the
extent that any record keeping expense, withdrawal charge, loan fee or check fee
is specifically attributable to a Participant's Accounts, such expenses may be
charged to the Accounts of such Participant.

9.9 NOTICES; PARTICIPANT INFORMATION. Any notice required to be given
to or any document required to be filed with the Administrator, the Trustee or
the Committee will be given or filed properly if mailed by registered mail,
postage prepaid, or delivered, to the Administrator, the Trustee or the
Committee, as the case may be, in care of the Corporation. Participants (and
their Beneficiaries) must furnish to the Administrator such evidence, data, or
information as they consider necessary or desirable for the purpose of
administering the Plan, and the provisions of the Plan for each person are upon
the condition that he or she will furnish full, true and complete evidence, data
and information requested by the Administrator.

ARTICLE 10. AMENDMENT AND TERMINATION

10.1 AMENDMENT. The Corporation (through the Board of Directors)
reserves the power (and may and hereby does specifically delegate a portion of
the power to the Board of Review) at any time or times to amend the provisions
of the Plan and Trust to any extent and in any manner that it may deem
advisable. The Corporation specifically

<PAGE>

reserves the right to amend Article 5 with respect to the investment of
Participant Accounts. However, the Corporation will not have the power:

(a) to amend the Plan or Trust in such manner as would cause or
permit any part of the assets of the Trust to be diverted to purposes other
than for the exclusive benefit of each Participant and his or her
Beneficiary (except as permitted by Section 13.3 with respect to Qualified
Domestic Relations Orders, or by Section 3.9 with respect to the return of
contributions upon nondeductibility or mistake of fact), unless such
amendment is required or permitted by law, governmental regulation or
ruling; or

(b) to amend the Plan or Trust retroactively in such a manner as
would reduce the accrued benefit of ERISA section 204(g) of any
Participant, except as otherwise permitted or required by law; or

All major amendments and all decisions or amendments which are reasonably
expected to have the effect of suspending or terminating Employer contributions,
of suspending or terminating payment of benefits to Participants or
Beneficiaries, or of terminating the Plan shall be made by the Board of
Directors. All other amendments shall be made by the Board of Review. The
Board of Directors may delegate additional authority to the Board of Review.

<PAGE>

Review and the decisions reached by it regarding each amendment adopted by it.

10.2 TERMINATION. The Corporation has established the Plan and
authorized the establishment of the Trust with the bona fide intention and
expectation that contributions will be continued indefinitely, but the
Corporation will have no obligation or liability whatsoever to maintain the Plan
for any given length of time and may discontinue contributions under the Plan or
terminate the Plan at any time by written notice delivered to the Trustee and
the Committee without liability whatsoever for any such discontinuance or
termination.

10.3 DISTRIBUTIONS UPON TERMINATION OF THE PLAN. Upon termination of
the Plan by the Corporation, the Trustee will distribute to each Participant (or
other person entitled to distribution) the value of the Participant's Accounts
determined as of the Valuation Date coinciding with or next following the date
of the Plan's termination. However, if a successor plan is established,
Accounts shall be distributed to Participants and their Beneficiaries only in
accordance with Article 6 relating to in-service withdrawals and upon the actual
separation from service by the Participant.

10.4 MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS. In case
of any merger or consolidation of the Plan with, or transfer of assets and
liabilities of the Plan to, any other plan, provision must be made so that each
Participant would, if the Plan then terminated, receive a benefit immediately
after the merger, consolidation or transfer which is equal to or greater than
the benefit he or she would have been entitled to receive immediately before the
merger, consolidation or transfer if the Plan had then terminated.

ARTICLE 11. LIMITS ON CONTRIBUTIONS

11.1 PR-CODE SECTION 1023(n) LIMITS. The sum of the contributions made
by the Employers under the Plan for any Plan Year shall not exceed the maximum
amount deductible under the applicable provisions of the PR-Code (all such
contributions being hereby conditioned on their deductibility under PR-Code
section 1023(n)).

11.2 PR-CODE SECTION 1165(e)(7)(A) LIMITS.

(a) IN GENERAL. The maximum amount of Pre-Tax Contributions made
on

<PAGE>

behalf of any Participant for any calendar year, when added to the
amount of elective deferrals under all other plans, contracts and
arrangements of Abbott, the Corporation, all Affiliated Corporations and
all Subsidiaries with respect to the Participant for the calendar year,
shall in no event exceed the lesser of 10% of the Participants Compensation
or $7,500 or any other applicable limit in effect for the calendar year
under PR-Code section 1165(e)(7)(A).

(b) DISTRIBUTION OF EXCESS DEFERRALS. In the event that an amount
is included in a Participant's gross income for a taxable year as a result
of an excess deferral under PR-Code section 1165(e)(7)(A), and the
Participant notifies the Administrator on or before the March 1 following
the taxable year that all or a specified part of a Pre-Tax Contribution
made or to be made for his or her benefit represents an excess deferral,
the Administrator shall make every reasonable effort to cause such excess
deferral, adjusted for allocable income or loss, to be distributed to the
Participant no later than the April 15 following the calendar year in which
such excess deferral was made. No distribution of an excess deferral shall
be made during the taxable year in which the excess deferral was made
unless the correcting distribution is made after the date on which the Plan
received the excess deferral and both the Participant and the Plan
designates the distribution as a distribution of an excess deferral. The
amount of any excess deferrals that may be distributed to a Participant for
a taxable year shall be reduced by the amount of Pre-Tax Contributions that
were excess contributions and were previously distributed to the
Participant for the Plan Year beginning with or within such taxable year.

11.3 PR-CODE SECTION 1165(E)(3) LIMITS.

(i) Pre-Tax Contributions will be taken into account only to the

<PAGE>

extent permitted by the PR-Code and the Regulations;

(ii) The applicable period for each Participant for a given Plan
Year shall be that portion of the 12-month period ending on the
last day of such Plan Year during which the individual was a
Participant.

(iii) Employer Contributions may be treated as Pre-Tax
Contributions to the extent permitted by the PR-Code and the
Regulations.

(b) ACTUAL DEFERRAL PERCENTAGES. The actual deferral ratios for
all Highly Compensated Employees who are eligible for Pre-Tax Contributions
for a Plan Year shall be averaged to determine the actual deferral
percentage for the highly compensated group for the Plan Year, and the
actual deferral ratios for all Employees who are not Highly Compensated
Employees but who are eligible for Pre-Tax Contributions for the Plan Year
shall be averaged to determine the actual deferral percentage for the non-
highly compensated group for the Plan Year. The actual deferral
percentages for any Plan Year must satisfy at least one of the following
tests, which shall be interpreted and applied by the Administrator in a
manner consistent with the PR-Code and the Regulations:

(i) The actual deferral percentage for the highly compensated
group does not exceed 125 percent of the actual deferral percentage
for the non-highly compensated group; or

(ii) The excess of the actual deferral percentage for the highly
compensated group over the actual deferral percentage for the non-
highly compensated group does not exceed two percentage points, and
the actual deferral percentage for the highly compensated group does
not exceed twice the actual deferral percentage of the non-highly
compensated group.

<PAGE>

Plan Year, the Administrator may, in its sole discretion, limit the
amount of Pre-Tax Contributions to be made with respect to one or more
Highly Compensated Employees for the balance of the Plan Year by suspending
or reducing Pre-Tax Contribution elections to the extent the Administrator
deems appropriate. Any Pre-Tax Contributions which would otherwise be made
to the Trust shall instead be paid in cash to the affected Participant.

(d) EXCESS CONTRIBUTIONS. If the PR-Code section 1165(e)(3) limits
have been exceeded for a Plan Year after all contributions for the Plan
Year have been made, the Administrator shall determine the amount of excess
contributions with respect to Participants who are Highly Compensated
Employees. To do so, the Administrator shall reduce the actual deferral
ratio of the Highly Compensated Employee with the highest actual deferral
ratio to the extent necessary to (i) enable the Plan to satisfy the
1165(e)(3) limits or (ii) cause such Employee's actual deferral ratio to
equal the actual deferral ratio of the Highly Compensated Employee with the
next highest actual deferral ratio, and shall repeat this process until the
Plan no longer exceeds the PR-Code section 1165(e)(3) limits. The amount
of excess contributions for each Highly Compensated Employee for the Plan
Year shall equal the amount of Pre-Tax Contributions (plus Employer
Contributions which are treated as Pre-Tax Contributions for purposes of
the PR-Code section 1165(e)(3) limits) actually made to the Trust for the
Plan Year, less the product of the (i) the Highly Compensated Employee's
reduced actual deferral ratio as determined under the preceding sentence,
and (ii) his or her Compensation. Any excess contributions will be
distributed as provided below. In no event will excess contributions
remain unallocated or be allocated to a suspense account for allocation in
a future Plan Year.

(f) DISTRIBUTION OF EXCESS CONTRIBUTIONS. A Participant's excess
contributions, adjusted for income or loss, will be designated by the
Employer as

<PAGE>

a distribution of excess contributions and distributed to the
Participant. Distribution of excess contributions will be made after the
close of the Plan Year to which the contributions relate, but within
12 months after the close of such Plan Year.

(g) SPECIAL RULES. For purposes of distributing excess
contributions,

(h) RECORD KEEPING REQUIREMENT. The Administrator, on behalf of
the Employer, shall maintain such records as are necessary to demonstrate
compliance with the PR-Code section 1165(e)(3) limits including the extent
to which qualified matching contributions and Qualified Nonelective
Employer Contributions are taken into account in determining the actual
deferral ratios.

ARTICLE 12. ROLLOVER AND TRANSFER CONTRIBUTIONS

12.1 CONTRIBUTION OF AMOUNT DISTRIBUTED FROM ANOTHER QUALIFIED PLAN. An
Eligible Employee who was formerly a participant in a plan described in section
1165(a) of the PR-Code (the "distributing plan") and who has received a total
distribution (within the meaning of section 1165(b) of the PR-Code) from the
distributing plan (the "distribution") may, within 60 days of receipt of the
distribution from the distributing plan, contribute to the Trust, as a "Rollover
Contribution", such distribution if it:

(a) does not exceed the fair market value of the distribution, and

(b) includes no property other than (i) money received in the
distribution, and (ii) money attributable to other property received in the
distribution which is

<PAGE>

sold and the proceeds of which are transferred.

12.2 MONITORING OF ROLLOVERS

(b) No amount may be contributed or transferred under this Article
until approved by the Administrator.

12.3 TRANSFER CONTRIBUTION. Subject to such restrictions and procedures
as the Administrator may prescribe (which, without limitation, may include
restrictions as to the type of plan from which transfers will be permitted),
amounts held for the benefit of an Eligible Employee under a plan that is
qualified under section 1165(a) of the PR-Code and exempt from tax under section
1165(a) of the PR-Code (the "distributing plan") may be transferred (the
"Transfer Contribution") directly by the distributing plan to this Plan. A
Transfer Contribution Account shall be established for each Eligible Employee
for whom a Transfer Contribution is made. To the extent determined by the
Administrator to be required under section 204(g) of ERISA, an Eligible Employee
for whom a Transfer Contribution Account is maintained shall be entitled to
distributions and withdrawals from such Account under provisions not less
restrictive than applied under the distributing plan. To the extent the
distributing plan was subject to the requirements of section 205 of ERISA, such
requirements shall continue to apply to the transferred amount.

12.4 TREATMENT OF TRANSFERRED AMOUNT UNDER THE PLAN. An individual who
makes a Rollover Contribution to the Trust or has a Transfer Contribution
made to the Trust on his or her behalf shall not be eligible to make or
receive any other contributions under the Plan until he or she has actually
become a Participant and satisfied the eligibility requirements otherwise
applicable to such contributions. However, for all other purposes under the
Plan (including without limitation, investment directions and distributions),
an individual who makes a Rollover Contribution or for whom a Transfer
Contribution has been made shall be treated as a Participant.

<PAGE>

ARTICLE 13. MISCELLANEOUS

13.1 EXCLUSIVE BENEFIT RULE. No part of the corpus or income of the
Trust forming part of the Plan will be used for or diverted to purposes other
than for the exclusive benefit of each Participant and Beneficiary, except as
otherwise provided under the provisions of the Plan relating to Qualified
Domestic Relations Orders, and the return of contributions upon
nondeductibility, mistake of fact, or the failure of the Plan to qualify
initially.

13.2 LIMITATION OF RIGHTS. Neither the establishment of the Plan or the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits, will be construed as giving to any Participant or
other person any legal or equitable right against Abbott, the Corporation, any
Affiliated Corporation, any Subsidiary, the Administrator, the Trustee, or the
Committee except as provided herein, and in no event will the terms of
employment or service of any Participant be modified or in any way be affected
hereby. It is a condition of the Plan, and each Participant expressly agrees by
his or her participation herein, that each Participant will look solely to the
assets held in the Trust for the payment of any benefit to which he or she is
entitled under the Plan.

13.3 NONALIENABILITY OF BENEFITS. The benefits provided hereunder will
not be subject to alienation, assignment, garnishment, attachment, execution or
levy of any kind, and any attempt to cause such benefits to be so subjected will
not be recognized, except to the extent as may be required by law; provided,
however, that if the Administrator receives any Qualified Domestic Relations
Order that requires the payment of benefits hereunder or the segregation of any
Account, such benefits shall be paid, and such Account segregated, in accordance
with the applicable requirements of such Qualified Domestic Relations Order.

13.4 CHANGES IN VESTING SCHEDULE. A Plan amendment which changes a
vesting schedule under the Plan shall apply with respect to any Participant who
has completed three Years of Service prior to the expiration of the period
described below only to the extent that the Participant's vested percentage in
his or her Accounts determined under the amendment is greater than the
nonforfeitable percentage of his or her Accounts determined without regard to
the amendment. The period referred to in

<PAGE>

the preceding sentence will begin on the date the amendment of the vesting
schedule is adopted and will end 60 days after the latest of the following
dates:

(a) the date on which such amendment is adopted;

(b) the date on which such amendment becomes effective; and

13.5 GOVERNING LAW. The Plan and Trust will be construed, administered
and enforced according to the laws of the Commonwealth of Puerto Rico to the
extent such laws are not preempted by ERISA.

ARTICLE 14. DEFINITIONS

14.1 "Abbott" means Abbott Laboratories.

14.2 "Abbott Stock" means the common stock of Abbott Laboratories.

14.3 "Accounts" means, for any Participant, his or her Basic Pre-Tax
Contribution Account, Basic After-Tax Contribution Account, Supplemental Pre-Tax
Contribution Account, Supplemental After-Tax Contribution Account, Employer
Contribution Account, Rollover Contribution Account (if applicable), Transfer
Contribution Account (if applicable) and any other accounts or subaccounts
established on his or her behalf under the Plan by the Administrator or the
Trustee.

14.4 "Administrator" means the Senior Vice President, Human Resources,
of Abbott, unless the Board of Review appoints another entity or person(s) to
administer the Plan.

14.5 "Affiliated Corporation" means:

(a) Any corporation which is a member of a controlled group of
corporations (as defined in ERISA section 210(c)) which includes the
Corporation; and

<PAGE>

(b) Any trade or business (whether or not incorporated) which is
under common control (as defined in ERISA section 210(d)) with the
Corporation.

14.6 "After-Tax Contribution Account" means a Participant's Basic
After-Tax Contribution Account and his or her Supplemental After-Tax
Contribution Account.

14.7 "Alternate Payee" means an alternate payee (as defined in section
206(d)(3)(k) of ERISA) who has rights to one or more Accounts under the Plan.

14.8 "Basic After-Tax Contributions" means a Basic Contribution made to
the Plan by a Participant on an after-tax basis.

14.9 "Basic After-Tax Contributions Account" means, for any Participant,
the account established by the Administrator or Trustee to which Basic After-Tax
Contributions made for the Participant's benefit are credited.

14.10 "Basic Contribution" means any contribution made pursuant to
Section 3.2 entitling the Participant to a share in the Employer Contributions.

14.11 "Basic Pre-Tax Contribution" means a Basic Contribution made to the
Plan for the benefit of a Participant on a pre-tax basis.

14.12 "Basic Pre-Tax Contribution Account" means for any Participant, the
account established by the Administrator or Trustee to which Basic Pre-Tax
Contributions made for the Participant's benefit are credited.

14.13 "Board of Review" means the Employee Benefit Board of Review
appointed and acting under the Abbott Laboratories Annuity Retirement Plan and
having the duties and powers described in Article 9.

14.14 "Beneficiary" means any person entitled to receive benefits under
the Plan upon the death of a Participant.

14.15 "Board of Directors" means the Board of Directors of the
Corporation.

14.16 "Break Year" means, with respect to any Employee, a 12 consecutive
month period of severance.

<PAGE>

14.17 "Compensation" means, for purposes of determining the amount of
Pre-Tax, After-Tax, and Employer Contributions to be made on behalf of a
Participant, (i) the Participant's total compensation (prior to reduction for
contributions under PR-Code section 1165 (e)) for personal services actually
rendered in the course of employment with participating Employers, including
sales bonuses, sales incentives and sales commissions, but excluding (ii) any
reimbursements, expense allowances, fringe benefits (cash or noncash), moving
expenses, or welfare benefits (whether or not those amounts are includible in
gross income), prizes, or any Christmas, anniversary, or discretionary bonuses,
or payments under any non-qualified profit sharing, bonus or similar plan, the
Abbott Laboratories Division Incentive Plan, or plans maintained by any
participating Employer which are determined by the Administrator to be similar
to such plans, or any suggestion or other special awards. Compensation for any
Participant for any Plan Year shall not exceed $150,000 or such amount specified
in Section 401(a) (17) of the United States Internal Revenue Code of 1986, as
amended.

14.18 "Contribution Agreement" means, for any Participant, the agreement
by which the Participant elects to defer a certain portion of his or her regular
pay and the Corporation agrees to contribute the deferred amount to the
Participant's Pre-Tax or After-Tax Contribution Account, whichever is
applicable.

14.19 "Corporation" means Abbott Health Products, Inc. and any successor
to all or a major portion of its assets or business which assumes the
obligations of the Corporation.

14.20 "Committee" means the persons appointed by the Board of Directors
to serve as members of the Committee under the Trust.

14.21 "Division" means any functionally or geographically separate
operating unit of the Corporation which is designated by the Board of Review as
a "division" for the purposes of the Plan.

14.22 "Eligible Employee" means any Employee who is employed by an
Employer provided that there shall be excluded (i) any individual providing
services to an Employer under a contract, arrangement or understanding with
either the individual directly or with an agency or leasing organization that
treats the individual as either an independent contractor or an employee of such
agency or leasing organization, even if

<PAGE>

such individual is subsequently determined (by an Employer, the United States
Internal Revenue Service, the Puerto Rico Treasury Department, any other
governmental agency, judicial action, or otherwise) to have been a common law
employee of an Employer rather than an independent contractor or employee of
such agency or leasing organization in that Plan Year, (ii) an Employee with
respect to whom retirement benefits have been the subject of good faith
collective bargaining unless the Employee is a member of a group of employees
to whom the Plan has been extended by a collective bargaining agreement
between an Employer and its collective bargaining representative, (iii) any
Employee who does not perform services primarily in Puerto Rico within the
meaning of ERISA section 1022(i)(1) and the applicable regulations
thereunder, (v) any Employee considered a United States expatriate on the
records of Abbott, the Corporation or any Affiliated Corporation. For
purposes of making Supplemental Contributions, a seasonal employee (namely an
Employee who is hired to work for less than one year) shall become an
Eligible Employee once he or she has completed one Year of Credited Service.
For all purposes of the Plan, an individual shall be an "Eligible Employee"
for any Plan Year only if during that Plan Year an Employer treats that
individual as its employee for purposes of employment taxes and wage
withholding for Puerto Rico and/or Federal income taxes, even if such
individual is subsequently determined (by an Employer, the United States
Internal Revenue Service, the Puerto Rico Treasury Department, any other
governmental agency, judicial action, or otherwise) to have been a common law
employee of an Employer in that Plan Year.

14.23 "Employee" means any individual employed by the Corporation, an
Affiliated Corporation or a Subsidiary.

14.24 "Employer" means the Corporation, any Affiliated Corporation or any
Subsidiary with operations in Puerto Rico that has adopted the Plan as provided
in Section 2.6.

14.25 "Employer Contributions" means the contributions made by the
Employers under Section 3.5 for the benefit of the Participants under the Plan
on account of Basic Contributions.

14.26 "Employer Contribution Account" means, for any Participant, the
account established by the Administrator or Trustee to which Employer
Contributions made

<PAGE>

under Section 3.5 for the Participant's benefit are credited.

14.27 "Entry Date" means the first day of each payroll period.

14.28 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and any successor statute or statutes of similar
import.

14.29 "Highly Compensated Employee" means any Eligible Employee who has
Compensation for a Plan Year that is greater than the Compensation for such Plan
Year of two-thirds (2/3) of all other Eligible Employees employed by any
Employer.

14.30 "Hour of Service" means, with respect to any Employee, each hour
for which the Employee is paid or entitled to payment for the performance of
duties for an Employer each such hour to be credited to the Employee for the
computation period in which the duties were performed.

14.31 "Investment Fund" means any investment fund described in Article 5
or as subsequently selected by the Committee as an investment option under the
Plan.

14.32 "Participant" means each Eligible Employee who participates in the
Plan pursuant to its provisions or other individual for whom an Account is
maintained.

14.33 "Period of Credited Service" means with respect to any Employee the
aggregate of all time periods beginning on the date the Employee first completes
an Hour of Service or is reemployed and ending on the date a Break Year begins,
subject to the following adjustments:

(a) An Employee will be credited with one Year of Credited Service
for each year of credited service which would have been credited under the
Abbott Laboratories Stock Retirement Plan prior to January 1, 1996.

(b) On or after January 1, 1996, an Employee shall be credited with
1/12th of a Year of Credited Service for each calendar month of employment
(or portion thereof) during which he or she is employed by the Corporation,
an Affiliated Corporation or a Subsidiary, including employment prior to
January 1, 1996; provided, however, that the Employee will not be credited
with less service

<PAGE>

than would have been credited to him under the Abbott Laboratories
Stock Retirement Plan prior to January 1, 1996.

(i) an absence from work for maternity or paternity reasons means
an absence (A) by reason of the pregnancy of the individual, (B) by
reason of the birth of a child of the individual, (C) by reason of
the placement of a child with the individual in connection with the
adoption of such child by such individual, or (D) for purposes of
caring for such child for a period beginning immediately following
such birth or placement;

(ii) a Break Year is a period of severance of at least 12
consecutive months;

(iii) a period of severance is a continuous period of time during
which the Employee is not employed by the Corporation, an
Affiliated Corporation or a Subsidiary. Such period begins on the
date the Employee retires, quits or is discharged, or if earlier,
the 12-month anniversary of the date on which the Employee was
otherwise first absent from service; and

(iv) in the case of a leave of absence for service in the armed
forces of the United States, no period shall be excluded under this
paragraph during which the Employee has reemployment rights with
respect to the Corporation, any Affiliated Corporation or any
Subsidiary under federal law.

(d) If, to the extent, and on the terms so provided by the Board of
Directors at the time of acquisition, or at any subsequent date or in any
Supplement to the Plan, the last continuous period of employment of any
employee with any prior separate business entity, part or all of which is
or was

<PAGE>

acquired by, or becomes part of an Employer will be considered a Period
of Credited Service.

14.34 "Plan" means the Abbott Laboratories Stock Retirement Plan (Puerto
Rico), as amended from time to time.

14.35 "Plan Year" means the calendar year.

14.36 "Point Value" means the dollar value of an earnings or service
point determined for a Plan Year by dividing the aggregate Employer
Contributions made under Section 3.5 for such Plan Year (less that portion of
such Employer Contributions determined under Section 3.5(f) that are distributed
during such Plan Year to all Participants by the aggregate earnings and service
points credited under Section 3.5 for such Plan Year to all Participants
entitled to share in Employer Contributions to the Plan for such Plan Year (less
the points attributable to participants to or for whom distributions are made
during the Plan Year).

14.37 "PR-Code" means the Puerto Rico Internal Revenue Code of 1994, as
amended from time to time. Reference to any section of the PR-Code includes
reference to any comparable or succeeding provisions of any legislation which
amends, supplements or replaces such section or subsection.

14.38 "Pre-Tax Contribution Account" means the Participant's Basic
Pre-Tax Contribution Account and his or her Supplemental Pre-Tax Contribution
Account.

14.39 "Pre-Tax Contributions" means, for any Participant, the aggregate
of the Participant's Basic Pre-Tax Contributions and Supplemental Pre-Tax
Contributions contributed to the applicable Pre-Tax Contribution Account.

14.40 "Putnam Stable Value Fund" means the Investment Fund described in
5.2.

14.41 "Qualified Domestic Relations Order" means any judgment, decree or
order (including approval of a property settlement agreement) which constitutes
a "qualified domestic relations order" within the meaning of ERISA section
206(d)(3)(B). A judgment, decree or order shall not be considered not to be a
Qualified Domestic Relations Order merely because it requires a distribution to
an alternate payee (or the

<PAGE>

segregation of accounts pending distribution to an alternate payee) before
the Participant is otherwise entitled to a distribution under the Plan.

14.42 "Qualified Nonelective Employer Contribution" means a contribution
(other than an Employer Contribution) made for the benefit of a Participant by
the Employer in its discretion.

14.43 "Regulations" means regulations issued by the Puerto Rico
Department of the Treasury, or the United States Department of Labor, as the
case may be, including any final regulation, proposed regulation, temporary
regulation, as well as any modification of any such regulation contained in any
notice, revenue procedure, advisory or similar pronouncement issued by the
Puerto Rico Treasury Department or the United States Department of Labor,
whichever is applicable.

14.44 "Retirement Program" means the program of retirement benefits,
provided by the Corporation, of which the Plan and the Abbott Puerto Rico
Retirement Plan form a part.

14.45 "Rollover Contribution Account" means, for any Participant, the
account described in Section 12.1 or 12.2, as established by the Administrator
or the Trustee, to which the Participant's Rollover Contribution, if any, is
allocated.

14.46 "Rollover Contribution" means a contribution made by a Participant
which satisfies the requirements for rollover contributions as set forth in
Article 12.

14.47 "Section" means a section of the Plan.

14.48 "Subsidiary" means any corporation, partnership, joint venture or
business trust fifty percent (50%) or more of the control of which is owned,
directly or indirectly, by the Corporation.

14.49 "Supplemental After-Tax Contribution" means a Supplemental
Contribution made to the Plan by the Participant on an after-tax basis.

14.50 "Supplemental After-Tax Contribution Account" means, for any
Participant, the account established by the Administrator or Trustee to which
Supplemental After-Tax Contributions made for the Participant's benefit are
credited.

<PAGE>

14.51 "Supplemental Contribution" means any contribution made pursuant to
Section 3.3 and for which no Employer Contribution is made.

14.52 "Supplemental Pre-Tax Contribution" means a Supplemental
Contribution made to the Plan for the benefit of a Participant on a pre-tax
basis.

14.53 "Supplemental Pre-Tax Contribution Account" means, for any
Participant, the account established by the Administrator or Trustee to which
Supplemental Pre-Tax Contributions made for the Participant's benefit are
credited.

14.54 "Transfer Contribution" means a contribution made on behalf of a
Participant by way of a trustee-to-trustee transfer as described in
Section 12.3.

14.55 "Transfer Contribution Account" means, for any Participant, the
account described in Section 12.3 established by the Administrator or the
Trustee to which the Participant's Transfer Contribution, if any, is allocated.

14.56 "Trust" means the trust established between the Corporation and the
Trustee in connection with the Plan, together with any and all amendments
thereto.

14.57 "Trustee" means the person(s) or entity appointed by the Board of
Directors to serve as Trustee under the Trust.

14.58 "Unallocated Account" means the portion of the Trust to which
Employer Contributions are made during the Plan Year, in which shares of Abbott
Stock will be held prior to allocation to Participant Accounts, to which
dividends paid on such shares of Abbott Stock will be paid, and from which
expenses of the Plan will be paid.

14.59 "Valuation Date" means each business day of each Plan Year.

14.60 "Year of Credited Service" means, with respect to any Employee, a
twelve-month Period of Credited Service.

<PAGE>

APPENDIX A

The provisions of this Appendix A shall apply to those accounts (the
"Transferred Account(s)") that were formerly maintained under the Abbott
Laboratories Stock Retirement Plan (the "Parent Company Plan") and that were
transferred to the Abbott Laboratories Stock Retirement Plan (Puerto Rico) (the
"Plan") effective June 23, 1998 (the "Transfer Date").

1. Upon receipt by the Plan, each Transferred Account will be
invested in the same investment funds as it was invested under the
Parent Company Plan prior to the Transfer Date.

2. Except as required by applicable law, any Participant loan
outstanding under the Parent Company Plan on the Transfer Date shall
remain outstanding under the Plan in accordance with its terms,
notwithstanding any Plan provision limiting the number of loans a
participant may have or the terms of those loans.

3. The portion of each Transferred Account attributable to pre-tax,
after-tax, or employer contributions under the Parent Company
Plan will retain that characterization and will be subject to the
applicable sections of the PR-Code governing such contributions,
including but not limited to the sections governing the distribution
of such contributions.

<PAGE>

Exhibit 5

December 23, 1998

Abbott Laboratories
Abbott Park, Illinois 60064-3500

and

Ms. Ellen M. Walvoord, Plan Administrator
of the Abbott Laboratories Stock Retirement Program

Gentlemen and Ms. Walvoord:

I have examined the Registration Statement on Form S-8 to which this is an
exhibit, to be filed with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as
amended, of 9,250,000 common shares of Abbott Laboratories, without par
value, and of an indeterminate amount of interests to be offered or sold
pursuant to the Abbott Laboratories Stock Retirement Program, all as
described more fully in said Registration Statement. I, or a member of my
staff, have also examined copies of the Articles of Incorporation and By-laws
of Abbott Laboratories (the "Company"), as amended, the Abbott Laboratories
Stock Retirement Trust (the "Trust"), the Abbott Laboratories Stock
Retirement Trust (Puerto Rico) (the "Puerto Rico Trust") and the Abbott
Laboratories Stock Retirement Program (the "Program"), and all amendments to
the Trust, the Puerto Rico Trust and the Program to the date hereof. In
addition, I have made such other examinations and have ascertained or
verified to my satisfaction such additional facts as I deem pertinent under
the circumstances.

<PAGE>

On the basis of such examinations, I am of the opinion that:

1. Abbott Laboratories is a corporation duly organized and existing under the
laws of the State of Illinois, with corporate power to own and operate the
property now owned by it.

2. The common shares to be offered and sold under the Program may be (a) such
as have been purchased for that purpose from the holders thereof; or (b)
such as shall be newly issued by Abbott Laboratories, all as described more
fully in said Registration Statement. All legal and corporate proceedings
necessary to the authorization and issuance of the common shares heretofore
issued have been duly taken and such common shares have been legally
issued, and when utilized for the purposes of the Program according to the
provisions thereof, will be legally issued, fully paid and nonassessable
outstanding common shares of the Company. As to such common shares as may
be issued hereafter, either directly for the purposes of the Program or
issued for other purposes and then acquired from the holders, they will,
upon due amendment of the Articles of Incorporation and due authorization
of the Board of Directors, if required, and upon receipt of the
consideration for said common shares specified by the Board of Directors,
be legally issued and, when utilized for the purposes of the Program
according to the provisions thereof, be legally issued, fully paid and
nonassessable outstanding common shares of the Company.

<PAGE>

3. The Program has been duly and legally authorized and adopted and both the
Trust and the Puerto Rico Trust, created to implement the Program, have
been duly and legally authorized and created. The Trust is a valid trust
enforceable according to its terms under the laws of the State of Illinois
and the participants in Part A of the Program have valid beneficial
interests in the Trust, subject to the terms of the Trust and Part A of the
Program. The Puerto Rico Trust is a valid trust enforceable according to
its terms under the laws of the Commonwealth of Puerto Rico and the
participants in Part B of the Program have valid beneficial interests in
the Puerto Rico Trust, subject to the terms of the Puerto Rico Trust and
Part B of the Program.

4. The Program, the Trust, and the Puerto Rico Trust, as amended to the date
hereof, comply with those requirements of the Employee Retirement Income
Security Act of 1974 that are applicable to the same.

I hereby consent to the use of this legal opinion as an exhibit to the
Registration Statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.

Very truly yours,

/s/ Jose M. de Lasa
- ---------------------------
Jose M. de Lasa

JmdL:jab

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of: (i) our
supplemental report dated January 15, 1998 (except with respect to the matter
discussed in Note 12, as to which the date is February 13, 1998), included in
the Abbott Laboratories Annual Report on Form 10-K for the year ended
December 31, 1997; (ii) our report dated January 15, 1998 (except with
respect to the matter discussed in Note 12, as to which the date is February 13,
1998), incorporated by reference in Abbott Laboratories Annual Report on
Form 10-K for the year ended December 31, 1997; and (iii) our report dated
June 22, 1998, included in the Abbott Laboratories Stock Retirement Plan Form
11-K for the year ended December 31, 1997, and to all references to our Firm
included in the registration statement.

/s/ Arthur Andersen LLP
------------------------------
ARTHUR ANDERSEN LLP

Chicago, Illinois
December 23, 1998

Index Exhibit
Located at Page 7