Change In Control Agreement

AGREEMENT REGARDING
CHANGE IN CONTROL


THIS AGREEMENT ("Agreement"), is made and entered into as of the 8th day of December, 2000, by and between Abbott Laboratories (the "Company") and _____________(the "Executive") and amends and restates, in its entirety, an Agreement regarding Change in Control dated as of the 1st day of January, 2000 (the "Effective Date") also by and between the Company and the Executive (the "Original Agreement");


WITNESSETH THAT:


WHEREAS, the Company considers it essential to the best interests of its shareholders to foster the continuous employment of key management personnel, and the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held corporations, a change in control might occur and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders; and


WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company;


NOW, THEREFORE, to induce the Executive to remain in the employ of the Company and in consideration of the premises and mutual covenants set forth herein, IT IS HEREBY AGREED by and between the parties as follows:


1. AGREEMENT TERM. The initial "Agreement Term" shall begin on the Effective Date and shall continue through December 31, 2002. As of December 31, 2000, and as of each December 31 thereafter, the Agreement Term shall extend automatically to the third anniversary thereof unless the Company gives notice to the Executive prior to the date of such extension that the Agreement Term will not be extended. Notwithstanding the foregoing, if a Change in Control (as defined in Section 7 below), occurs during the Agreement Term, the Agreement Term shall continue through and terminate on the second anniversary of the date on which the Change in Control occurs.


2. ENTITLEMENT TO CHANGE IN CONTROL BENEFITS. The Executive shall be entitled to the Change in Control Benefits described in Section 3 hereof if the Executive's employment by the Company is terminated during the Agreement Term but after a Change in Control (i) by the


Company for any reason other than Permanent Disability or Cause, or (ii) by the Executive for Good Reason. For purposes of this Agreement:


(a) A termination of the Executive's employment shall be treated as a
termination by reason of "Permanent Disability" only if, due to a
mental or physical disability, the Executive is absent from the full
time performance of duties with the Company for a period of at least
twelve consecutive months and fails to return to the full time
performance of duties within 30 days after receipt of a demand by the
Company to do so.


(b) The term "Cause" shall mean the willful engaging by the Executive in
illegal conduct or gross misconduct which is demonstrably and
materially injurious to the Company. For purposes of this Agreement, no
act, or failure to act, on the Executive's part shall be deemed
"willful" unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that the Executive's action or
omission was in the best interest of the Company. Notwithstanding the
foregoing, the Executive shall not be deemed to have been terminated
for Cause unless and until the Company delivers to the Executive a copy
of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board at a meeting of
the Board called and held for such purpose (after reasonable notice to
the Executive and an opportunity for the Executive, together with
counsel, to be heard before the Board) finding that, in the good faith
opinion of the Board, the Executive was guilty of conduct set forth
above and specifying the particulars thereof in detail.


(c) The term "Good Reason" shall mean the occurrence of any of the
following circumstances without the Executive's express written
consent:


(i) a significant adverse change in the nature, scope or status of
the Executive's position, authorities or duties from those in
effect immediately prior to the Change in Control;


(ii) the failure by the Company to pay the Executive any portion of
the Executive's current compensation, or to pay the Executive
any portion of any installment of deferred compensation under
any deferred compensation program of the Company, within seven
days of the date such compensation is due;


(iii) a reduction in the Executive's annual base salary (or a
material change in the frequency of payment) as in effect
immediately prior to the Change in Control as the same may be
increased from time to time;


(iv) the failure by the Company to award the Executive an annual
bonus in any year which is at least equal to the annual bonus,
awarded to the Executive under the


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annual bonus plan of the Company for the year immediately
preceding the year of the Change in Control;


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(v) the failure by the Company to award the Executive equity-based
incentive compensation (such as stock options, shares of
restricted stock, or other equity-based compensation) on a
periodic basis consistent with the Company's practices with
respect to timing, value and terms prior to the Change in
Control;


(vi) the failure by the Company to continue to provide the
Executive with the welfare benefits, fringe benefits and
perquisites enjoyed by the Executive immediately prior to the
Change in Control under any of the Company's plans or
policies, including, but not limited to, those plans and
policies providing pension, life insurance, medical, health
and accident, disability, vacation, executive automobile,
executive tax or financial advice benefits or club dues;


(vii) the relocation of the Company's principal executive offices to
a location more than thirty-five miles from the location of
such offices immediately prior to the Change in Control or the
Company requiring the Executive to be based anywhere other
than the Company's principal executive offices except for
required travel to the Company's business to an extent
substantially consistent with the Executive's business travel
obligations immediately prior to the Change in Control; or


(viii) the failure of the Company to obtain a satisfactory agreement
from any successor to the Company to assume and agree to
perform this Agreement as contemplated by Section 16.


3. CHANGE IN CONTROL BENEFITS. In the event of a termination of employment entitling the Executive to benefits in accordance with Section 2, the Executive shall receive the following:


(a) The Executive shall be entitled to receive the following employee
welfare benefits: medical, accident, dental, prescription, and life
insurance coverage for the Executive (and, where applicable under the
Company's welfare benefit plans, the Executive's family) through the
third anniversary of the Executive's date of termination of employment,
or, if earlier, the date on which the Executive becomes employed by
another employer. The benefits provided by the Company shall be no less
favorable in terms of coverage and cost to the Executive than those
provided under the Company's welfare benefit plans applicable to the
Executive (and, where applicable, the Executive's family) prior to the
Change in Control, determined as if the Executive remained in the
employ of the Company through such third anniversary. For purposes of
determining eligibility of the Executive for retiree welfare benefits,
the Executive shall be considered to have remained in the employ of the
Company through such third anniversary.


(b) If the Executive's date of termination occurs after the end of a
performance period applicable to an annual incentive (bonus) award, and
prior to the payment of the award for the period, the Executive shall
be entitled to a lump sum payment in cash no later than


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twenty (20) business days after the date of termination equal to the
greatest of (i) the Executive's annual incentive (bonus) award for that
period, as determined under the terms of that incentive award
arrangement, (ii) the Executive's annual incentive (bonus) award for
that period, with the determination of the amount of such award based
on an assumption that the target level of performance had been achieved
or (iii) the Participant's average annual incentive (bonus) award for
the three annual performance periods preceding that period (provided
that if the Participant was not a participant in the incentive award
arrangement for any of those three prior years, the averaging period
shall be reduced from three years to the number of years during the
three year period in which the Participant was a participant; and
further provided that if the Participant's award for any such year was
reduced because the Participant was not a participant for the full
year, such amount shall be annualized for purposes of the computation
in this clause (iii)).


(c) For any annual incentive (bonus) plan or arrangement in which the
Executive participates for the performance period in which the
Executive's termination of employment occurs, the Executive shall be
entitled to a lump sum payment in cash no later than twenty (20)
business days after the date of termination equal to the greater of (i)
the Executive's annual incentive (bonus) award for the performance
period that includes the date of termination, with the determination of
the amount of such award based on an assumption that the target level
of performance has been achieved or (ii) the Executive's average annual
incentive (bonus) award for the three annual performance periods
preceding the performance period that includes the date of termination
(provided that if the Executive was not a participant in the incentive
award arrangement for any of those three prior years, the averaging
period shall be reduced from three years to the number of years during
the three year period in which the Executive was a participant; and
further provided that if the Executive's award for any such year was
reduced because the Executive was not a participant for the full year,
such amount shall be annualized for purposes of the computation in this
clause (ii)); provided that such payment shall be subject to a pro-rata
reduction to reflect the number of days in the performance period
following the date of termination. The amount payable under this
paragraph (c) shall be in lieu of any amounts that may otherwise be due
to the Executive with respect to any annual incentive (bonus) plan or
arrangement in which the Executive participates for the performance
period in which the Executive's date of termination occurs.


(d) The Executive shall be entitled to a lump sum payment in cash no later
than twenty business days after the Executive's date of termination
equal to the sum of:


(i) an amount equal to three times the Executive's annual salary
rate in effect on the date of the Change in Control or, or if
greater, as in effect immediately prior to the date of
termination; plus


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(ii) an amount equal to three times the greater of (x) the
Executive's annual incentive (bonus) award for the performance
period that includes the date of the Executive's termination
of employment, with the determination of the amount of such
award based on an assumption that the target level of
performance has been achieved or (y) the Executive's average
annual incentive (bonus) award for the three annual
performance periods preceding the performance period that
includes the date of termination (provided that if the
Executive was not a participant in the incentive award
arrangement for any of those three prior years, the averaging
period shall be reduced from three years to the number of
years during the three year period in which the Executive was
a participant; and further provided that if the Executive's
award for any such year was reduced because the Executive was
not a participant for the full year, such amount shall be
annualized for purposes of the computation in this
subparagraph (ii)).


The amount payable under this paragraph (d) shall be inclusive of the
amounts, if any, to which the Executive would otherwise be entitled as
severance pay under any severance pay plan, or by law and shall be in
addition to (and not inclusive of) any amount payable under any written
agreement(s) directly between the Executive and the Company or any of
its subsidiaries.


(e) The Executive shall be entitled to benefits under the Abbott
Laboratories Supplemental Pension Plan (the "Supplemental Plan") which
shall be determined as if the Executive had been credited for benefit
accrual purposes with three additional years of service and three
additional years of eligible earnings at the higher of the Executive's
eligible earnings on the date of termination or the Executive's
eligible earnings on the date of the Change in Control and, for
purposes of determining the Executive's eligibility for subsidized
early retirement benefits, determined as if the Executive were three
years older than the Executive's actual age on the date of termination.
For purposes of this paragraph (e), "eligible earnings" shall include
salary, annual incentive (bonus) awards and all other forms of
compensation used to calculate benefits under the Supplemental Plan.
The amounts of the annual incentive (bonus) awards shall be calculated
in accordance with this paragraph (e) and, to the extent applicable,
paragraphs (b) and (c) above. The Executive's benefits under the
Supplemental Plan shall be determined, paid and administered without
regard to any termination or amendment (including any amendment
affecting actuarial factors) of such plan or of any other plan, which
is adopted on or after a Change in Control or in contemplation of a
Change in Control and, subject to paragraph (f) below, shall be paid in
accordance with the terms of that plan and the Executive's elections
under that plan. Within twenty (20) days of Executive's date of
termination, the Company shall provide the Executive with all forms,
elections and materials required in connection with the funding or
payment of the Executive's benefits under that plan. Within twenty (20)
days of the Company's receipt of properly executed and completed


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forms, elections and other required materials from the Executive, the
Company shall fund the additional benefits to the extent provided by
the terms of such plan.


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(f) The Executive shall be entitled to elect that all or any portion of the
amounts payable under paragraphs 3(b) and 3(c) and subparagraph
3(d)(ii) above (less applicable tax withholding) be paid directly to a
grantor trust established by the Executive to the same extent as
bonuses payable under the 1986 Abbott Laboratories Management Incentive
Plan, the 1998 Abbott Laboratories Performance Incentive Plan, or any
successor plans thereto with all of the rights and entitlements
attendant thereto.


If the Executive is a participant in the 1998 Abbott Laboratories Performance Incentive Plan or any successor thereto, the Executive's annual incentive (bonus) award for the performance period which includes the date of termination under paragraphs (c) and (d)(ii) above and, if applicable, for the period preceding the date of termination under paragraph (b) shall, be determined under the bonus levels communicated in writing to the Executive by the Company for such year and shall not be the Executive's individual base award allocation as defined in Section 4.2 of the 1998 Abbott Laboratories Performance Incentive Plan (or any corresponding provision of any succes ...