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As Filed with the Securities and Exchange Commission on September 29, 2003.

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

Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois
(Address of Principal Executive Offices)
 
60064-6400
(Zip Code)

ABBOTT LABORATORIES STOCK RETIREMENT PROGRAM
(Full Title of the Plan)

Jose M. de Lasa
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
(Name and address of agent for service)

Telephone number, including area code, of agent for service:    (847) 937-5200

CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered
   Amount to
be Registered
   Proposed Maximum
Offering Price
Per Share(a)
   Proposed Maximum
Aggregate
Offering Price(a)
   Amount of
Registration Fee(a)
Common shares
(without par value)		   18,310,136   $42.425   $776,807,519   $62,844
(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 described herein. The filing fee has been calculated in accordance with Rule 457(c) based on the average of the high and low prices of Registrant's Common Shares reported on the New York Stock Exchange on September 24, 2003.

Part II.    Information Required in the Registration Statement

Item 3.    Incorporation of Documents by Reference

        The contents of Abbott Laboratories Stock Retirement Program Registration Statement on Form S-8 (File no. 33-50452) are incorporated herein by reference.


Item 5.    Interest of Named Experts and Counsel

        Jose M. de Lasa, Esq., Senior Vice President, Secretary and General Counsel of the Registrant, whose opinion is included herewith as Exhibit 5, beneficially owned as of September 22, 2003, approximately 144,204 Common Shares of the Registrant (this amount includes approximately 2,234 shares held for the benefit of Mr. de Lasa in the Abbott Laboratories Stock Retirement Trust pursuant to the Abbott Laboratories Stock Retirement Plan) and held options to acquire 701,636 Common Shares of which options to purchase 494,527 Common Shares are currently exercisable.


Item 8.    Exhibits

        Reference is made to the Exhibit Index which is incorporated herein by reference. Neither an opinion of counsel concerning the Program's compliance with the requirements of ERISA nor an Internal Revenue Service ("IRS") determination letter is furnished because the Registrant undertakes that it will submit, or has submitted, the Abbott Laboratories Stock Retirement Program and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Program.

S-1



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 September 29, 2003.

  ABBOTT LABORATORIES

 
By:
 
/s/  MILES D. WHITE      
Miles D. White,
Chairman of the Board and
Chief Executive Officer

S-2

        Each person whose signature appears below constitutes and appoints Miles D. White and Jose M. de Lasa, Esq., and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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/  MILES D. WHITE      
Miles D. White		   Chairman of the Board,
Chief Executive Officer,
and Director		   September 29, 2003

/s/  RICHARD A. GONZALEZ      
Richard A. Gonzalez
 
President, Chief Operating
Officer, Medical Products Group,
and Director
 
September 29, 2003

/s/  JEFFREY M. LEIDEN      
Jeffrey M. Leiden, M.D., Ph.D.
 
President, Chief Operating
Officer, Pharmaceutical Products
Group and Director
 
September 29, 2003

/s/  THOMAS C. FREYMAN      
Thomas C. Freyman
 
Senior Vice President, Finance and
Chief Financial Officer (Principal
Financial Officer)
 
September 29, 2003

/s/  GREG W. LINDER      
Greg W. Linder
 
Vice President, and
Controller (Principal
Accounting Officer)
 
September 29, 2003

/s/  ROXANNE S. AUSTIN      
Roxanne S. Austin
 
Director
 
September 29, 2003

 
 
 
 
 

S-3


/s/  H. LAURANCE FULLER      
H. Laurance Fuller
 
Director
 
September 29, 2003

/s/  JACK M. GREENBERG      
Jack M. Greenberg
 
Director
 
September 29, 2003

/s/  DAVID A. L. OWEN      
David A. L. Owen
 
Director
 
September 29, 2003

/s/  BOONE POWELL, JR.      
Boone Powell, Jr.
 
Director
 
September 29, 2003

/s/  A. BARRY RAND      
A. Barry Rand
 
Director
 
September 29, 2003

/s/  W. ANN REYNOLDS      
W. Ann Reynolds
 
Director
 
September 29, 2003

/s/  ROY S. ROBERTS      
Roy S. Roberts
 
Director
 
September 29, 2003

/s/  WILLIAM D. SMITHBURG      
William D. Smithburg
 
Director
 
September 29, 2003

/s/  JOHN R. WALTER      
John R. Walter
 
Director
 
September 29, 2003

S-4

        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 29th day of September, 2003.

  ABBOTT LABORATORIES STOCK
RETIREMENT PROGRAM

 
By:
 
/s/  THOMAS M. WASCOE      
Thomas M. Wascoe, Plan Administrator

S-5


EXHIBIT INDEX

Exhibit No.
   Description
    4   Abbott Laboratories Stock Retirement Program.
 
  5
 
Opinion of Jose M. de Lasa.
 
23.1
 
The consent of counsel, Jose M. de Lasa, is included in his opinion.
 
23.2
 
Consent of Deloitte & Touche LLP.
 
23.3
 
Consent of Deloitte & Touche LLP.
 
24
 
Power of Attorney is included on the signature page.
 
99.1
 
Statement Regarding Consent of Arthur Andersen LLP.

S-6



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Exhibit 4


ABBOTT LABORATORIES STOCK RETIREMENT PROGRAM
PREAMBLE

(As Amended and Restated Effective January 1, 1996
and as further amended thru the 4th Amendment
effective June 20, 2003)

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 constitute a stock bonus plan and trust under Sections 401(a) and 501(a) of the United States Internal Revenue Code of 1986 (the "U.S. Code") which are designed to invest primarily in qualifying employer securities [as defined in U.S. Code Sections 4975(e)(8) and 409(1)], a cash or deferred arrangement under U.S. Code Section 401(k), and an employee stock ownership plan which meets the applicable requirements of U.S. Code Sections 409 and 4975(e)(7), 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 that reinforce 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 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. Except as provided in the last sentence of this Section 1.4, 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. For each Plan Year ending before January 1, 2001, and for the 9-month period beginning on January 1, 2001 and ending on September 30, 2001, 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). For each payroll period ending on or after October 1, 2001, the Corporation shall allocate the aggregate Employer Contributions to the Program between Part A and Part B in the proportion that the Basic


Contributions made during such payroll period by Participants who are Eligible Employees under Part A bears to the Basic Contributions made during such payroll period by Participants who are Eligible Employees under Part B. In addition to the foregoing, for the Plan Years ending December 31, 2001, December 31, 2002 and December 31, 2003, the Employers participating under Part B shall make Employer Contributions to the trust for Part B in an amount sufficient to provide that the Employer Contribution allocated for each such Plan Year to each Participant who is an Eligible Employee under Part B (and who was also an Eligible Employee participating under Part B on December 31, 2000) shall not be less than the product of: (i) the Point Value under Part B for the Plan Year ended December 31, 2000, multiplied by (ii) the sum of the Participant's earnings points and service points for the Plan Year ended December 31, 2000 (annualized if he or she was not a Participant for the entire Plan Year)."

        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.

        Notwithstanding anything contained in this Section 22, any material revision (within the meaning of the New York Stock Exchange rules) to this Preamble shall be subject to the approval of the Company's compensation committee or a majority of the Company's independent directors (within the meaning of the New York Stock Exchange rules).

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 15th Amendment
effective June 20, 2003)

TABLE OF CONTENTS

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
 
1
  2.1.   Date of Participation   1
  2.2.   Enrollment of Participants   1
  2.3.   Re-employment of Participant   1
  2.4.   Duration of Participation   2
  2.5.   Participant Restricted Due to Conflict of Interest   3
  2.6.   Participation by Additional Participating Employers   3
  2.7.   Securities Law Restrictions   4

ARTICLE 3. CONTRIBUTIONS
 
4
  3.1.   Participant Contributions   4
  3.2.   Basic Contributions   4
  3.3.   Supplemental Contributions   4
  3.4.   Contribution Agreements   4
  3.5.   Employer Contributions   5
  3.5A   Employer Contributions for Periods Ending on and After October 1, 2001   6
  3.6   Qualified Non-elective Employer Contributions   6
  3.7.   Time for Making and Crediting of Contributions   7
  3.8.   Certain Limits Apply   7
  3.9.   Return of Contributions   7
  3.10   Special Limits for Corporate Officers   8

ARTICLE 4. PARTICIPANT ACCOUNTS
 
8
  4.1.   Accounts   8
  4.2.   Adjustment of Accounts   8

ARTICLE 5. INVESTMENT OF ACCOUNTS
 
8
  5.1.   Company Stock   8
  5.2.   SRP Stable Value Fund   9
  5.3.   Other Investment Funds   9
  5.4.   Investment of Employer Contributions and Reinvestment of Company Stock   9
  5.5.   Investment Elections   9
  5.6.   Default Investment Fund   9
  5.7.   Participant Direction of Investments   9
  5.8.   Dividends on Company Stock   10
  5.9.   Investment Options for Former M&R Employees   10
  5.10.   Voting of Company Stock   10

ARTICLE 6. WITHDRAWALS PRIOR TO SEPARATION FROM SERVICE
 
11
  6.1.   Inservice Withdrawals of After-Tax Contributions   11
  6.2.   Inservice Withdrawals of Certain Rollover Contributions   13
  6.3.   Withdrawals at Age 591/2 from a MediSense Transfer Contribution Account, Perclose Transfer Contribution Account, Murex Transfer Contribution Account or Vysis Transfer Contribution Account   14
  6.4.   Required Distributions After Age 701/2.   15
  6.5.   Distributions Required by a Qualified Domestic Relations Order   15
  6.6.   Participant's Consent to Distribution of Benefits and Direct Rollover Notice   15

ARTICLE 7. LOANS TO PARTICIPANTS
 
16
         
  7.1.   In General   16
  7.2.   Rules and Procedures   16
  7.3.   Maximum Amount of Loan   16
  7.4.   Minimum Amount of Loan; Number of Loans; Frequency of Loans; Fees for Loans   16
  7.5.   Note; Security; Interest   16
  7.6.   Repayment   17
  7.7.   Repayment upon Distribution   17
  7.8.   Default   17
  7.9.   Nondiscrimination   17
  7.10.   Source of Loan Proceeds   17
  7.11.   Reinvestment of Loan Repayments   17

ARTICLE 8. BENEFITS UPON RETIREMENT, DEATH OR SEPARATION FROM SERVICE
 
18
  8.1.   Retirement or Separation from Service for Reasons Other Than Death   18
  8.1A.   Separation from Service for Reasons Other Than Death or Retirement   18
  8.2.   Time of Distributions   19
  8.3.   Amount and Manner of Distribution   20
  8.4.   Distributions After a Participant's Death   20
  8.5.   Designation of Beneficiary   22
  8.6.   Special Distribution Requirement   22

ARTICLE 9. ADMINISTRATION
 
22
  9.1.   Board of Review   22
  9.2.   Administrator   22
  9.3.   Powers of Administrator   23
  9.4.   Nondiscriminatory Exercise of Authority   23
  9.5.   Reliance on Tables, etc.   23
  9.6.   Claims and Review Procedures   23
  9.7.   Indemnification   23
  9.8.   Expenses and Compensation   24
  9.9.   Notices; Participant Information   24

ARTICLE 10. AMENDMENT AND TERMINATION
 
24
  10.1.   Amendment   24
  10.2.   Termination   25
  10.3.   Distributions upon Termination of the Plan   25
  10.4.   Merger or Consolidation of Plan; Transfer of Plan Assets   25

ARTICLE 11. LIMITS ON CONTRIBUTIONS
 
25
  11.1.   Code Section 404 Limits   25
  11.2.   Code Section 415 Limits   25
  11.3.   Code Section 402(g) Limits   27
  11.4.   Code Section 401(k)(3) Limits   27
  11.5.   Code Section 401(m) Limits   29
  11.6.   Aggregation Rules   31

ARTICLE 12. ROLLOVER AND TRANSFER CONTRIBUTIONS
 
32
  12.1.       32
  12.2.   Transfer of Amount Distributed from a Rollover IRA   32
  12.3.   Monitoring of Rollovers   32
  12.4.   Transfer Contribution   32
  12.5.   Treatment of Transferred Amount under the Plan   33

ARTICLE 13. SPECIAL TOP-HEAVY PROVISIONS
 
33
  13.1.   Provisions to Apply   33
         
  13.2.   Minimum Contribution   33
  13.3.   Special Vesting Schedule   33
  13.4.   Adjustment to Limitation on Benefits   34
  13.5.   Definitions   34
  13.6.   Separate Top Heavy Determinations for Subsidiaries   35

ARTICLE 14. MISCELLANEOUS
 
35
  14.1.   Exclusive Benefit Rule   35
  14.2.   Limitation of Rights   35
  14.3.   Nonalienability of Benefits   35
  14.4.   Changes in Vesting Schedule   35
  14.5.   Governing Law   36

ARTICLE 15. DEFINITIONS
 
36
  15.1.   Accounts   36
  15.2.   Administrator   36
  15.3.   Affiliated Corporation   36
  15.4.   Annuity Starting Date   36
  15.5.   After-Tax Contribution Account   36
  15.6.   Alternate Payee   36
  15.7.   Basic After-Tax Contribution   36
  15.8.   Basic After-Tax Contribution Account   36
  15.9.   Basic Contribution   37
  15.10.   Basic Pre-Tax Contribution   37
  15.11.   Basic Pre-Tax Contribution Account   37
  15.12.   Beneficiary   37
  15.13.   Board of Directors   37
  15.14.   Board of Review   37
  15.15.   Break Year   37
  15.16.   Code   37
  15.17.   Company Stock   37
  15.18.   Compensation   37
  15.19.   Contribution Agreement   38
  15.20.   Corporation   38
  15.21.   Co-Trustees   38
  15.22.   Division   38
  15.23.   Eligible Employee   38
  15.24.   Employee   39
  15.25.   Employer   39
  15.26.   Employer Contributions   39
  15.27.   Employer Contribution Account   39
  15.28.   Entry Date   39
  15.29.   ERISA   39
  15.30.   Highly Compensated Employee   39
  15.31.   Hour of Service   40
  15.32.   Investment Fund   40
  15.33.   Participant   40
  15.34.   Period of Credited Service   40
  15.35.   Plan   41
  15.36.   Plan Year   42
  15.37.   Point Value   42
  15.38.   Pre-Tax Contribution Account   42
  15.39.   Pre-Tax Contributions   42
  15.40.   Prior Plan   42
  15.41.   Qualified Domestic Relations Order   42
         
  15.42.   Qualified Non-elective Employer Contribution   42
  15.43.   Regulation   42
  15.44.   Retirement Program   42
  15.45.   Rollover Contribution Account   42
  15.46.   Rollover Contribution   42
  15.47.   Section   42
  15.48.   SRP Stable Value Fund   42
  15.49.   Subsidiary   42
  15.50.   Supplemental After-Tax Contribution   42
  15.51.   Supplemental After-Tax Contribution Account   43
  15.52.   Supplemental Contribution   43
  15.53.   Supplemental Pre-Tax Contribution   43
  15.54.   Supplemental Pre-Tax Contribution Account   43
  15.55.   Transfer Contribution   43
  15.56.   Transfer Contribution Account   43
  15.57.   Trust   43
  15.58.   Trustee   43
  15.59.   Unallocated Account   43
  15.60.   Valuation Date   43
  15.61.   Year of Credited Service   43

Supplement A—EGTRRA Compliance
 
EGTRRA Supp. A-1

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, the Abbott Laboratories Stock Retirement Trust (the "Trust"), are intended to constitute a stock bonus plan and trust under Code sections 401(a) and 501(a) which are designed to invest primarily in qualifying employer securities [as defined in Code sections 4975(e)(8) and 409(1)], a cash or deferred arrangement under Code section 401(k), and an employee stock ownership plan which meets the applicable requirements of Code sections 409 and 4975(e)(7), 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.

        On February 24, 1964, the Corporation was substituted as the employer under the M & R Trust was consolidated with the Plan and 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.

ARTICLE 2. PARTICIPATION

        2.1.    Date of Participation.    Each individual who was a Participant on September 30, 2001 and is an Eligible Employee on October 1, 2001 shall continue to be a Participant in the Plan. Beginning October 1, 2001, each other Employee shall become a Participant on any Entry Date following his or her date of hire after he or she has completed the applicable forms under Sections 2.2 and 3.4.

        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.    Re-employment of Participant.    If an Employee's employment with the Corporation, an Affiliated Corporation or a Subsidiary should terminate and such Employee is subsequently re-employed by the Corporation, an Affiliated Corporation or a Subsidiary, the following shall apply:

1


        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

        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:

        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:

        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

3


or any of its terms as applied to said Division, 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.    

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 may have Basic Contributions made to the Plan on his or her behalf as described in Section 3.2 and may elect to have Supplemental Contributions made to the Plan on his or her behalf as described in Section 3.3; provided, however, that a Participant 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.    Only those Participants who make the Basic Contributions required under Section 3.2 may make Supplemental Contributions. All Supplemental Contributions shall be made in multiples of 1% of the Participant's Compensation; provided that a Participant's Supplemental Contributions may not exceed 16% of his or her 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 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

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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 Periods Ending on or Before September 30, 2001.    For each Plan Year ending before January 1, 2001, and for the 9-month period beginning on January 1, 2001 and ending on September 30, 2001, 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. For purposes of this Section 3.5, the 9-month period beginning on January 1, 2001 and ending on September 30, 2001 shall be treated as though it were a 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:

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        3.5A    Employer Contributions for Periods Ending on and After October 1, 2001.    For each payroll period ending on or after October 1, 2001, 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 payroll period and on whose behalf Basic Contributions have been made at any time during the payroll period. The amount of Employer Contributions made by the Employers for a payroll period shall be that amount allocated to the Plan under Section 1.4 of the Preamble to the Abbott Laboratories Stock Retirement Program for such payroll period. The Trustee shall invest such Employer Contributions in Company Stock in accordance with stock trading procedures established by the Co-Trustees and agreed to by the Trustee. The Company Stock purchased with such Employer Contributions shall be allocated among the Employer Contribution Accounts of the eligible Participants as of the day on which the payroll is paid, pro rata, according to the Basic Contributions made by each such Participant during that payroll period. The number of full and fractional shares of Company stock to be so allocated to the Employer Contribution Account of each eligible Participant for such payroll period shall be based on the average cost per share of the Company Stock purchased with the Employer Contributions made for such payroll period.

        3.6.    Qualified Non-elective Employer Contributions.    At the direction of the Corporation, an Employer may make Qualified Non-elective 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

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are not Highly Compensated Employees for the Plan Year, as the Board of Review shall determine. Except as otherwise expressly provided for, any Qualified Non-elective Employer Contribution shall be treated as a Pre-Tax Contribution for all purposes under the Plan. Qualified Non-elective 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 for any calendar month 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 no later than the 15th business day of the next following month. 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 Non-elective 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 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:

        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

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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 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 5.5 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.    Company Stock.    All Employer Contributions made before April 1, 2003, all Basic Contributions made before January 1, 1999, and all dividends and earnings received on those Employer and Basic Contributions shall be invested in shares of Company Stock unless and until they are transferred to another Investment Fund then available under the Plan pursuant to Section 5.4. A Participant may also direct that some or all of his or her Basic Contributions made on or after January 1, 1999, 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.

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        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 Article 5. 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 and Basic Contributions made on or after January 1, 1999 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 profit sharing plans which are qualified under section 401(a) of the Code, and other pooled Investment Funds. A Participant may direct that some or all of his or her (i) Basic Contributions made on or after January 1, 1999, and (ii) Supplemental Contributions, Rollover Contributions or Transfer Contributions be invested 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 5.1 and 5.4, a Participant may instruct the Trustee that amounts held in his or her Accounts that are invested in Company 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 Company Stock or any of the Investment Funds then available under the Plan in accordance with the procedures established under Section 5.5.

        5.4.    Investment of Employer Contributions and Reinvestment of Company Stock.    Notwithstanding any other provision in the Plan to the contrary, and except as provided in the next sentence, any Employer Contribution made under the Plan to a Participant on or after April 1, 2003 shall be invested on a pro rata basis in accordance with the Participant's investment election(s) in effect for his or her Pre-Tax Contributions at the time the Employer Contribution is made. If a Participant's Accounts consist solely of After-Tax Contributions, then any Employer Contribution made under the Plan to such Participant on or after April 1, 2003 shall be invested on a pro rata basis in accordance with the Participant's investment election(s) in effect for his or her After-Tax Contributions at the time the Employer Contribution is made. A Participant 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 any of the other Investment Funds described in Section 5.3 in accordance with the procedures established under Section 5.5.

        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 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

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Section 404(c) and the 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 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.

        5.8.    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; (a) paid in cash to Participants or Beneficiaries, (b) paid to the Plan and distributed in cash to Participants or Beneficiaries not later than 90 days after the close of the Plan Year in which paid, or (c) paid to the Plan and credited to the applicable Accounts in which the shares are held, as elected by each Participant or Beneficiary in accordance with rules established by the Administrator. Cash dividends on such Stock which are not paid or distributed to Participants and Beneficiaries 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 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.

        5.9.    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.

        5.10    Voting of Company Stock.    Each Participant or Beneficiary shall be entitled to direct the manner in which shares of Company Stock credited to his or her Account are to be voted, as provided in the Trust.

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ARTICLE 6. WITHDRAWALS PRIOR TO SEPARATION FROM SERVICE

        6.1.    In-service Withdrawals of After-Tax Contributions.    For purposes of Code Section 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:

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        6.2.    Inservice Withdrawals of Certain Rollover Contributions.    

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        6.3.    Withdrawals at Age 591/2 from a MediSense Transfer Contribution Account, Perclose Transfer Contribution Account, Murex Transfer Contribution Account; or Vysis Transfer Contribution Account.    

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        6.4.    Required Distributions After Age 701/2.    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 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 701/2 before January 1, 1999 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 701/2, whichever is later. Each distribution described in this Section 6.4 shall be made at the latest possible date determined 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:

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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:

        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).

        7.3.    Maximum Amount of Loan.    The following limitations shall apply in determining the amount of any loan to an Eligible Borrower hereunder:

        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.

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        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 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. Loan repayments will be suspended under the Plan as permitted under Code section 414(u)(4).

        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.

        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 from the Eligible Borrower's Accounts in accordance with rules established by the Administrator.

        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

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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 5.6. 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.

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

        8.1.    Retirement.    Following a Participant's retirement from the Corporation, all Affiliated Corporations and all Subsidiaries on or after attaining age 65 years ('normal retirement age'), the Participant will receive the entire 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.

        8.1A.    Separation from Service for Reasons Other Than Death or Retirement.    Following a Participant's separation from service with the Corporation, all affiliated Corporations and all Subsidiaries for any reason other than death or retirement at or after Normal Retirement Age, the Participant will receive the value of his or her vested Accounts (determined as provided below) 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.

        A Participant will always be 100% vested in his or her Basic Pre-Tax Contribution Account, Basic After-Tax Contribution Account, Supplemental Pre-Tax Contribution Account, Supplemental After-Tax Contribution Account, Rollover Contribution Account (if applicable) and Transfer Contribution Account (if applicable). The vested percentage of a Participant's Employer Contribution Account will be computed in accordance with the following schedule:

If the Participant's
Number of Years of
Credited Service Is:
   The Vested Percentage of
His Employer Contribution
Account Will Be:
Less than 2 years   0%
2 years or more   100%

        The amount, if any, by which a Participant's Employer Contribution Account is so reduced shall be a 'remainder'. A remainder shall be treated as a separate account until the last day of the Plan Year in which forfeiture of the remainder occurs, and then each remainder shall be: first, used to reinstate remainders as provided below; next, used to pay Plan expenses; and finally, applied to reduce Employer Contributions as of that date, and when so applied will be treated as though it were an Employer Contribution made under Section 3.5A. If a Participant who separated from service before being entitled to the full balance in his or her Employer Contribution Account is reemployed by an Employer before incurring five consecutive Break Years, the remainder which resulted from the Participant's earlier separation from service (unadjusted by any subsequent gains or losses) shall be credited to the Participant's Employer Contribution Account as of the Valuation Date coincident with or next following the date of reemployment (after all other adjustments required under the Plan as of that date have been made).

        Notwithstanding the foregoing:

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        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 $5,000 and who has not yet attained age 65, however, distribution may not be made under this Section unless:

        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. 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 701/2.

        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 701/2. Unless the Participant otherwise elects, the payment of benefits under the Plan to the Participant will 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.

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        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:

        8.4.    Distributions After a Participant's Death.    

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        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.

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        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

        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.

        8.6    Special Distribution Requirement.    If a Participant or Beneficiary so elects, distribution of Plan benefits shall begin not later than one year after the close of the Plan Year (a) in which the Participant separates from service by reason of the attainment of normal retirement age under the Plan, disability, or death; or (b) which is the fifth Plan Year following the Plan Year in which the Participant otherwise separates from service, unless the Participant is reemployed by an Employer before distribution has begun.

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.

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        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. Benefits under the Plan shall be paid only if the Administrator decides, in his or her discretion, that the applicant is entitled to them. For this purpose the Administrator's power will include, but will not be limited to, the following discretionary authority:

        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'

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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 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 a Co-Trustee will be given 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:

        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 $5,000,000 per annum over the three full Plan Years next succeeding the effective date of the amendment. Determination of whether an amendment

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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 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.

        Notwithstanding anything contained in this Section 10.1, any material revision (within the meaning of the New York Stock Exchange rules) to this Plan or Trust shall be subject to the approval of the Corporation's compensation committee or a majority of the Corporation's independent directors (within the meaning of the New York Stock Exchange rules).

        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.    

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        11.3.    Code Section 402(g) Limits.    

        11.4.    Code Section 401(k)(3) Limits.    

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        11.5.    Code Section 401(m) Limits.    

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        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 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.

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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

        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.    

        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

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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:

        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

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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
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%

        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. The provisions of this Section shall not be effective for any limitation year beginning after December 31, 1999.

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

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        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

35


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:

        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 or 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.

        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.

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        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,

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        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 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:

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        "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, (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, or (iv) an individual classified in the Human Resource System of an Employer as an individual on "Global Assignment". An individual classified in the Human Resource System of an Employer as an individual on "Global Assignment" shall not be eligible to become a Participant in the Plan.

        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:

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        The $80,000 amount in (b) above shall automatically be adjusted if and to the extent the corresponding amount in Code section 414(q) is adjusted by the Secretary of the Treasury.

        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:

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

41

        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 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 Non-elective 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.

42


        15.51.    "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.

        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.

43



SUPPLEMENT A

EGTRRA Compliance

        1.    Purpose and Effect.    This Supplement A is added to the plan to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). It is intended as good faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided, the provisions of this Supplement shall be effective as of the first day of the first plan year beginning after December 31, 2001, and shall supersede the provisions of the plan to the extent those provisions are inconsistent with the provisions of this Supplement.

        2.    Increase in Compensation Limit.    The annual compensation of each participant taken into account in determining allocations for any plan year beginning after December 31, 2001 shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Internal Revenue Code (the "Code"). Annual compensation means compensation during the plan year or such other consecutive 12-month period over which compensation is otherwise determined under the plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year.

        3.    Limitations on Contributions.    Except to the extent permitted under this Supplement and Section 414(v) of the Code, if applicable, the annual addition that may be contributed or allocated to a participant's account under the plan for any limitation year shall not exceed the lesser of: (a) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code; or (b) 100 percent of the participant's compensation, within the meaning of Section 415(c)(3) of the Code, for the limitation year. The compensation limit referred to in (b) above shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition. The provisions of this paragraph 3 shall be effective for limitation years beginning after December 31, 2001.

        4.    Modification of Top-Heavy Rules.    This paragraph 4 shall apply for purposes of determining whether the plan is a top-heavy plan under Section 416(g) of the Code for plan years beginning after December 31, 2001, and whether the plan satisfies the minimum benefits requirements of Section 416(c) of the Code for such years. This paragraph amends the top-heavy provisions of the plan as follows:

EGTRRA Supp. A-1


        5.    Direct Rollovers of Plan Distributions.    For purposes of the direct rollover provisions of the plan, the following rules shall apply to distributions made after December 31, 2001:

        6.    Repeal of Multiple Use Test.    The multiple use test described in Treasury Regulation Section 1.401(m)-2 shall not apply for plan years beginning after December 31, 2001.

        7.    Distribution Upon Severance From Employment.    A participant's elective deferrals, qualified nonelective contributions, qualified matching contributions, and earnings attributable to these contributions shall be distributed on account of the participant's severance from employment, regardless of when the severance from employment occurred. However, such a distribution shall be subject to the other provisions of the plan regarding distributions, other than provisions that require a separation from service before such amounts may be distributed.

        8.    Plan Loans for Certain Employees.    Any plan provisions prohibiting loans to any owner-employee or shareholder-employee shall cease to apply.

        9.    Elective Deferrals—Contribution Limitation.    No participant shall be permitted to have elective deferrals made under this plan, or any other qualified plan maintained by the employer during any taxable year, in excess of the dollar limitation contained in Section 402(g) of the Code in effect for

EGTRRA Supp. A-2


such taxable year, except to the extent permitted under this Supplement and Section 414(v) of the Code, if applicable.

        10.    Distributions After December 31, 2001.    With respect to distributions under the plan made for calendar years beginning on or after January 1, 2002, the plan will apply the minimum distribution requirements of Section 401(a)(9) of the Code in accordance with the regulations under Section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the plan in the contrary. This paragraph 10 shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under Section 401(a)(9) or such other date as may be specified in guidance published by the Internal Revenue Service.

        11.    Catch-Up Contributions.    All employees who are eligible to make elective deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not be treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions. This paragraph shall apply to contributions made after December 31, 2001.

        12.    Rollovers From Other Plans.    The plan will accept participant rollover contributions and/or direct rollovers of distributions made after December 31, 2001 from:

        This paragraph shall be effective January 1, 2002.

        13.    Rollovers Disregarded in Involuntary Cash-Outs.    For purposes of the cash-out provisions of the plan, the value of a participant's nonforfeitable account balance shall be determined without regard to that portion of the account balance that is attributable to rollover contributions (and earnings allocable thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the participant's nonforfeitable account balance as so determined is $5,000 or less, the plan shall immediately distribute the participant's entire nonforfeitable account balance. This paragraph shall be effective for distributions made after December 31, 2001 with respect to participants who separate from service after December 31, 2001.

EGTRRA Supp. A-3


PART B


ABBOTT LABORATORIES
STOCK RETIREMENT PLAN
(PUERTO RICO)

(As amended and restated effective
January 1, 1996 and as further amended
through the 7th Amendment effective
June 20, 2003)


TABLE OF CONTENTS

ARTICLE 1—Introduction   1
  1.1   Purpose   1
  1.2   Objective   1

ARTICLE 2—Participation
 
1
  2.1   Date of Participation   1
  2.2   Enrollment of Participants   1
  2.3   Re-employment of Participant   1
  2.4   Duration of Participation   2
  2.5   Participant Restricted Due to Conflict of Interest   2
  2.6   Participation by Additional Participating Employers   3
  2.7   Securities Law Restrictions   4

ARTICLE 3—Contributions
 
4
  3.1   Participant Contributions   4
  3.2   Basic Contributions   4
  3.3   Supplemental Contributions   4
  3.4   Contribution Agreements   4
  3.5   Employer Contributions for Periods Ending on or Before September 30, 2001   5
  3.5A   Employer Contributions for Periods Beginning on and After October 1, 2001   7
  3.6   Qualified Nonelective Employer Contributions   7
  3.7   Time for Making and Crediting of Contributions   7
  3.8   Certain Limits Apply   8
  3.9   Return of Contributions   8
  3.10   Special Limits for Corporate Officers   8

ARTICLE 4—Participant Accounts
 
8
  4.1   Accounts   8
  4.2   Adjustment of Accounts   8

ARTICLE 5—Investment Of Accounts
 
9
  5.1   Company Stock   9
  5.2   Putnam Stable Value Fund   9
  5.3   Other Investment Funds   9
  5.4   Pre-Retirement Feature for Reinvestment of Abbott Stock   9
  5.5   Investment Elections   10
  5.6   Default Investment Fund   10
  5.7   Participant Directions of Investments   10
  5.8   Dividends on Abbott Stock   10

ARTICLE 6—Withdrawals Prior To Separation From Service
 
10
  6.1   In-service Withdrawals of After-Tax Contributions   10
  6.2   Distributions Required by a Qualified Domestic Relations Order   13
  6.3   Required Distributions After 701/2   13
  6.4   Participant's Consent to Distribution of Benefits   13

ARTICLE 7—Loans To Participants
 
13
  7.1   In General   13
  7.2   Rules and Procedures   14
  7.3   Maximum Amount of Loan   14
  7.4   Minimum Amount of Loan, Number of Loans, Frequency of Loans, Fees for Loans   14
  7.5   Note, Security, Interest   14
  7.6   Repayment   14
  7.7   Repayment upon Distribution   15
  7.8   Default   15
         
  7.9   Nondiscrimination   15
  7.10   Source of Loan Proceeds   15
  7.11   Reinvestment of Loan Repayment   15

ARTICLE 8—Benefits Upon Retirement, Death Or Separation From Service
 
15
  8.1   Retirement   15
  8.1A   Separation from Service for Reasons Other Than Death   16
  8.2   Time of Distributions   16
  8.3   Amount and Manner of Distribution   17
  8.4   Distributions After a Participant's Death   18
  8.5   Designation of Beneficiary   19

ARTICLE 9—Administration
 
20
  9.1   Board of Review   20
  9.2   Administrator   20
  9.3   Powers of Administrator   20
  9.4   Nondiscriminatory Exercise of Authority   21
  9.5   Reliance on Tables, etc.   21
  9.6   Claims and Review Procedures   22
  9.7   Indemnification   22
  9.8   Expenses and Compensation   22
  9.9   Notices; Participant Information   22

ARTICLE 10—Amendment And Termination
 
22
  10.1   Amendment   22
  10.2   Termination   23
  10.3   Distributions upon Termination of the Plan   23
  10.4   Merger or Consolidation of Plan; Transfer of Plan Assets   23

ARTICLE 11—Limits On Contributions
 
23
  11.1   PR-Code section 1023(n) Limits   23
  11.2   PR-Code section 1165(e)(7)(A) Limits   23
  11.3   PR-Code section 1165(e)(3) Limits   24

ARTICLE 12—Rollover And Transfer Contributions
 
26
  12.1   Contribution of Amount Distributed from Another Qualified Plan   26
  12.2   Monitoring of Rollovers   26
  12.3   Transfer Contributions   26
  12.4   Treatment of Transferred Amount under the Plan   26

ARTICLE 13—Miscellaneous
 
26
  13.1   Exclusive Benefit Rule   26
  13.2   Limitation of Rights   27
  13.3   Nonalienability of Benefits   27
  13.4   Changes in Vesting Schedule   27
  13.5   Governing Law   27

ARTICLE 14—Definitions
 
27
  14.1   Abbott   27
  14.2   Abbott Stock   27
  14.3   Accounts   27
  14.4   Administrator   28
  14.5   Affiliated Corporation   28
  14.6   After-Tax Contribution Account   28
  14.7   Alternate Payee   28
  14.8   Basic After Tax Contributions   28
  14.9   Basic After Tax Contributions Account   28
         
  14.10   Basic Contribution   28
  14.11   Basic Pre-Tax Contribution   28
  14.12   Basic Pre-Tax Contribution Account   28
  14.13   Board of Review   28
  14.14   Beneficiary   28
  14.15   Board of Directors   28
  14.16   Break Year   28
  14.17   Compensation   28
  14.18   Contribution Agreement   29
  14.19   Corporation   29
  14.20   Committee   29
  14.21   Division   29
  14.22   Eligible Employee   29
  14.23   Employee   29
  14.24   Employer   29
  14.25   Employer Contributions   29
  14.26   Employer Contribution Account   29
  14.27   Entry Date   29
  14.28   ERISA   29
  14.29   Highly Compensated Employee   30
  14.30   Hour of Service   30
  14.31   Investment Fund   30
  14.32   Participant   30
  14.33   Period of Credited Service   30
  14.34   Plan   31
  14.35   Plan Year   31
  14.36   Point Value   31
  14.37   PR-Code   31
  14.38   Pre-Tax Contribution Account   31
  14.39   Pre-Tax Contributions   31
  14.40   Putnam Stable Value Fund   31
  14.41   Qualified Domestic Relations Order   31
  14.42   Qualified Nonelective Employer Contribution   31
  14.43   Regulations   31
  14.44   Retirement Program   32
  14.45   Rollover Contribution Account   32
  14.46   Rollover Contribution   32
  14.47   Section   32
  14.48   Subsidiary   32
  14.49   Supplemental After-Tax Contribution   32
  14.50   Supplemental After-Tax Contribution Account   32
  14.51   Supplemental Contribution   32
  14.52   Supplemental Pre-Tax Contribution   32
  14.53   Supplemental Pre-Tax Contribution Account   32
  14.54   Transfer Contribution   32
  14.55   Transfer Contribution Account   32
  14.56   Trust   32
  14.57   Trustee   32
  14.58   Unallocated Account   32
  14.59   Valuation Date   32
  14.60   Year of Credited Service   32

Appendix A
 
33

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. 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 on September 30, 2001 and is an Eligible Employee on October 1, 2001 shall continue to be a Participant in the Plan. Beginning October 1, 2001, each other Employee shall become a Participant 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.

        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    Re-employment of Participant.    If an Employee's employment with the Corporation, an Affiliated Corporation or a Subsidiary should terminate and such Employee is subsequently re-employed by the Corporation, an Affiliated Corporation or a Subsidiary, the following shall apply:

1

        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:

2

        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:

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.

3


        2.7    Securities Law Restrictions.    

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 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 may elect to have Supplemental Contributions made to the Plan on his or her behalf as described in Section 3.3; provided, however, that a Participant 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.    Only those Participants who make the Basic Contributions required under Section 3.2 may make Supplemental Contributions. All Supplemental Contributions shall be made in multiples of 1% of the Participant's Compensation; provided that a Participant's Supplemental Contributions may not exceed 16% of his or her 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 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

4


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 Periods Ending on or Before September 30, 2001.    For each Plan Year ending before January 1, 2001, and for the 9-month period beginning on January 1, 2001 and ending on September 30, 2001, 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. For purposes of this Section 3.5, the 9-month period beginning on January 1, 2001 and ending on September 30, 2001 shall be treated as though it were a 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 Abbott Stock periodically in accordance with stock trading procedures established by the Committee and agreed to by the Trustee. All dividends paid during the year on the Abbott Stock thus purchased and held in the Unallocated Account and other income received on Employer Contributions held in the Unallocated Account pending investment in Abbott Stock shall be used to purchase additional Abbott Stock to the extent such funds are not used to pay Plan expenses.

5


        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 points and service points determined as follows:

6

        3.5A    Employer Contributions for Periods Beginning on and After October 1, 2001.    For each payroll period beginning on or after October 1, 2001, 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 payroll period and on whose behalf Basic Contributions have been made at any time during the payroll period. The amount of Employer Contributions made by the Employers for a payroll period shall be that amount allocated to the Plan under Section 1.4 of the Preamble to the Abbott Laboratories Stock Retirement Program for such payroll period. The Trustee shall invest such funds in Abbott Stock periodically in accordance with stock trading procedures established by the Committee and agreed to by the Trustee. The Abbott Stock purchased with such Employer Contributions shall be allocated among the accounts of the eligible Participants as of the last day of the payroll period, pro rata, according to the Basic Contributions made by each such Participant during that payroll period. The number of full and fractional shares of Abbott Stock to be allocated as of the end of a payroll period to the Employer Contribution Account of each eligible Participant for such payroll period shall be based on the average cost per share of the Abbott Stock purchased with the Employer Contributions made for such payroll period.

        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 Directors shall determine. 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 for any calendar month 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 no later than the 15th business day of the next following month. 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 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

7


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 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:

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 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

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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 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    Company Stock.    All Employer Contributions, all Basic Contributions made before January 1, 1999, and all dividends and earnings received on those Employer and Basic Contributions shall be invested in shares of Abbott Stock unless and until they are transferred to another Investment Fund then available under the Plan pursuant Section 5.4. A Participant may also direct that some or all of his or her Basic Contributions made on or after January 1, 1999, 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 Basic Contributions made on or after January 1, 1999, 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 (i) Basic Contributions made on or after January 1, 1999, and (ii) Supplemental Contributions, Rollover Contributions or Transfer Contributions 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 Sections 5.1 and 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.    A Participant 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 in any of the other Investment Funds described in Section 5.3.

        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.

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        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 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.    

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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.

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        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 701/2.    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(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 661/2 and any subsequent year) who attained age 701/2 before January 1, 1997 may defer receipt of the distributions under this Section 6.3 until the April 1 following the calendar year in which he or she retires or attains age 701/2, whichever is later. Each distribution described in this Section 6.3 shall be made at the latest possible date permitted under 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:

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:

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        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:

        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 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

14


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.

        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 from the Eligible Borrower's Accounts in accordance with rules established by the Administrator.

        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.

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

        8.1    Retirement.    Following a Participant's retirement with Abbott, the Corporation, all Affiliated Corporations and all Subsidiaries on or after attaining age 65 years ("normal retirement age'), the Participant will receive the entire value of his or her Accounts in a single sum payment unless he or

15

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.

        8.1A    Separation from Service for Reasons Other Than Death.    Following a Participant's 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 vested Accounts (determined as provided below) 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.

        A Participant will always be 100% vested in his or her Basic Pre-Tax Contribution Account, Basic After-Tax Contribution Account, Supplemental Pre-Tax Contribution Account, Supplemental After-Tax Contribution Account, Rollover Contribution Account (if applicable) and transfer Contribution Account (if applicable). The vested percentage of a Participant's Employer Contribution Account will be computed in accordance with the following schedule:

If the Participant's
Number of years of
Credited Service is:
   The Vested Percentage of
His Employer Contribution
Account will be:
Less than 2 years       0%
2 years or more   100%

        The amount, if any, by which a Participant's Employer Contribution Account is so reduced shall be a "remainder'. A remainder shall be treated as a separate account until the last day of the Plan Year in which forfeiture of the remainder occurs, and then each remainder shall be: first, used to reinstate remainders as provided below; next, used to pay Plan expenses; and finally, applied to reduce Employer Contributions as of that date, and when so applied will be treated as though it were an Employer Contribution made under Section 3.5A. If a Participant who separated from service before being entitled to the full balance in his or her Employer Contribution Account is re-employed by an Employer before incurring five consecutive Break Years, the remainder which resulted from the Participant's earlier separation from service (unadjusted by any subsequent gains or losses) shall be credited to the Participant's Employer Contribution Account as of the Valuation Date coincident with or next following the date of re-employment (after all other adjustments required under the Plan as of that date have been made).

        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:

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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.

        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:

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        8.4.    Distributions After a Participant's Death.    

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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

19


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.

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. Benefits under the Plan shall be paid only if the Administrator decides, in his or her discretion, that the applicant is entitled to them. For this purpose the Administrator's power will include, but will not be limited to, the following discretionary authority:

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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.

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

        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

22


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 $5,000,000 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 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.

        Notwithstanding anything contained in this Section 10.1, any material revision (within the meaning of the New York Stock Exchange rules) to this Plan or Trust shall be subject to the approval of Abbott's compensation committee or a majority of Abbott's independent directors (within the meaning of the New York Stock Exchange rules).

        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.    

23

        11.3    PR-Code section 1165(e)(3) Limits.    

24

25

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:

        12.2    Monitoring of Rollovers    

        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.

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.

26


        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 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:

        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.

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        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:

        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.

        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.

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        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 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 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.

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        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 re-employed and ending on the date a Break Year begins, subject to the following adjustments:

30

        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 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

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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.

        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.

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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").

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ABBOTT LABORATORIES STOCK RETIREMENT PROGRAM PREAMBLE
ABBOTT LABORATORIES STOCK RETIREMENT PLAN
ARTICLE 6. WITHDRAWALS PRIOR TO SEPARATION FROM SERVICE
ARTICLE 12. ROLLOVER AND TRANSFER CONTRIBUTIONS
ARTICLE 13. SPECIAL TOP-HEAVY PROVISIONS
ARTICLE 14. MISCELLANEOUS
ARTICLE 15. DEFINITIONS
SUPPLEMENT A EGTRRA Compliance
ABBOTT LABORATORIES STOCK RETIREMENT PLAN (PUERTO RICO)
Appendix A

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Exhibit 5 and 23.1

September 29, 2003

Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400

and

Mr. Thomas M. Wascoe, Plan Administrator
of the Abbott Laboratories Stock Retirement Program
100 Abbott Park Road
Abbott Park, Illinois 60064-6400

Ladies and Gentlemen:

I am Senior Vice President, Secretary and General Counsel of Abbott Laboratories, an Illinois corporation. 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 18,310,136 additional 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. I, or members of my staff, have also examined, or are otherwise familiar with, the Restated 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 up 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.

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

1.
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 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 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.

2.
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.

I hereby consent to the filing of this legal opinion as an exhibit to the Registration Statement on Form S-8 to be filed by Abbott Laboratories with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the additional common shares issuable pursuant to the Program and to the reference to me under the caption "Interest of Named Experts and Counsel" in such Registration Statement.

Very truly yours,

Jose M. de Lasa
Senior Vice President,
Secretary and General Counsel



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Exhibit 23.2

Independent Auditors' Consent

        We consent to the incorporation by reference in this Registration Statement of Abbott Laboratories for the Abbott Laboratories Stock Retirement Program on Form S-8 of our reports dated January 15, 2003, relating to the consolidated financial statements of Abbott Laboratories and subsidiaries as of and for the year ended December 31, 2002 (which reports express unqualified opinions and include explanatory paragraphs concerning the application of procedures relating to certain disclosures of financial statement amounts related to the 2001 and 2000 financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such disclosures) appearing in the Annual Report on Form 10-K of Abbott Laboratories and subsidiaries for the year ended December 31, 2002.

DELOITTE & TOUCHE LLP

Chicago, Illinois
September 29, 2003




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Exhibit 23.3

Independent Auditors' Consent

        We consent to the incorporation by reference in this Registration Statement of Abbott Laboratories for the Abbott Laboratories Stock Retirement Program on Form S-8 of our reports dated January 15, 2003, relating to the consolidated financial statements and the related financial statement schedule of TAP Pharmaceutical Products Inc. and subsidiaries as of and for the year ended December 31, 2002 appearing in the Annual Report on Form 10-K of Abbott Laboratories and subsidiaries for the year ended December 31, 2002.

DELOITTE & TOUCHE LLP

Chicago, Illinois
September 29, 2003



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Exhibit 99.1

        Statement Regarding Consent of Arthur Andersen LLP

        The consolidated financial statements as of December 31, 2001 and 2000 and for each of the years in the two year period ended December 31, 2001 included in the Annual Report on Form 10-K of Abbott Laboratories for the year ended December 31, 2002, which are incorporated by reference in this registration statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto. After reasonable efforts, Abbott has been unable to obtain Arthur Andersen's consent to the incorporation by reference in this registration statement of Arthur Andersen's reports with respect to those financial statements. Rule 437a under the Securities Act of 1933 allows Abbott to omit the consent from this filing, and permits Abbott to incorporate by reference Arthur Andersen's reports into present and future registration statements.

        Section 11(a) of the Securities Act provides that if any part of a registration statement, at the time it becomes effective, contains an untrue statement of material fact, or omits to state a material fact required to be stated therein, or necessary to make the statements therein not misleading, then any person acquiring such security (unless such person knew of the untruth or omission at the time of acquisition of such security), may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report or valuation, which purports to have been prepared or certified by the accountant.

        Arthur Andersen has not consented to the incorporation by reference of its audit reports in this registration statement. Arthur Andersen may, therefore, not be liable under Section 11(a) of the Securities Act because it has not consented to the incorporation by reference of its reports in this registration statement. Abbott believes, however, that other persons who may be liable under Section 11(a) of the Securities Act, including Abbott's officers and directors, may still rely on Arthur Andersen's audit reports as being made by an expert under the due diligence defense provision of Section 11(b) of the Securities Act.




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