ABBOTT LABORATORIES SUPPLEMENTAL PENSION PLAN

 

                                                                   Exhibit 10.6

                                                  Adopted by Board of Directors
                                                  12/13/85. Amended by Board of
                                                  Review 3/13/86, 12/11/86,
                                                  3/ll/87, 3/4/88, 12/9/88,
                                                  3/9/89, 10/1/89, 12/21/90,
                                                  6/1/92, 9/30/93 and 9/1/95.

                 ABBOTT LABORATORIES SUPPLEMENTAL PENSION PLAN

                                   SECTION 1
                                 INTRODUCTION

          1-1. On September 9, 1977, December 14, 1979 and February 10, 1984 the
Board of Directors of Abbott Laboratories ("Abbott") adopted certain resolutions
providing for payment of (i) pension benefits calculated under the Abbott
Laboratories Annuity Retirement Plan ("Annuity Plan") in excess of those which
may be paid under that plan under the limits imposed by Section 415 of the U.S.
Internal Revenue Code, as amended, and the Employee Retirement Income Security
Act ("ERISA") and (ii) the additional pension benefits that would be payable
under the Annuity Plan if deferred awards under the Abbott Laboratories
Management Incentive Plan were included in "final earnings" as defined in the
Annuity Plan.
          On February 10, 1984 the Board of Directors of Abbott also adopted a
resolution (this and the resolutions described above being hereinafter referred
to as the "prior resolutions") allowing participants in the Abbott Laboratories
Stock Retirement Plan ("Stock Plan") to elect "supplemental pay conversion"
contributions under the Stock Plan in excess of the limits imposed by Section
415 of the U.S. Internal Revenue Code, as amended.

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          The purpose of this ABBOTT LABORATORIES SUPPLEMENTAL PENSION PLAN (the
"Supplemental Plan") is to clarify, restate and supersede the prior resolutions.
          1-2. The Supplemental Plan shall apply to employees of Abbott and its
subsidiaries and affiliates existing as of the date of adoption of the
Supplemental Plan or thereafter created or acquired.  (Abbott and each of such
subsidiaries and affiliates are hereinafter referred to as an "employer" and
collectively as the "employers").
          1-3. All benefits provided under the Supplemental Plan shall be
provided from the general assets of the employers and not from any trust fund or
other designated asset.  All participants in the Supplemental Plan shall be
general creditors of the employers with no priority over other creditors.
          1-4. The Supplemental Plan shall be administered by the Abbott
Laboratories Employee Benefit Board of Review appointed and acting under the
Annuity Plan ("Board of Review").  Except as stated below, the Board of Review
shall perform all powers and duties with respect to the Supplemental Plan,
including the power to direct payment of benefits, allocate costs among
employers, adopt amendments and determine questions of interpretation.  The
Board of

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Directors of Abbott shall have the sole authority to terminate the
Supplemental Plan.

                                   SECTION 2
                   ERISA ANNUITY PLAN SUPPLEMENTAL BENEFIT

          2-1. The benefits described in this Section 2 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested pension
under that plan, on or after September 9, 1977.
          2-2. Each Annuity Plan participant whose retirement or vested pension
under that plan would otherwise be limited by Section 415, Internal Revenue
Code, shall receive a supplemental pension under this Supplemental Plan in an
amount, which, when added to his or her Annuity Plan pension, will equal the
amount the participant would be entitled to under the Annuity Plan as in effect
from time to time, based on the particular option selected by the participant,
without regard to the limitations imposed by Section 415, Internal Revenue Code.

                                   SECTION 3
                  1986 TAX REFORM ACT SUPPLEMENTAL BENEFIT

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

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

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

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

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

                                   SECTION 4
               DEFERRED MIP ANNUITY PLAN SUPPLEMENTAL BENEFIT

          4-1. The benefits described in this Section 4 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested pension,
under that plan, on or after December 14, 1979 and who were awarded Management
Incentive Plan awards for any calendar year during the ten consecutive calendar
years ending with the year of retirement or termination of employment.
          4-2. Each Annuity Plan participant shall receive a supplemental
pension under this Supplemental Plan in an amount determined as follows:

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

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

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

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

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

          (b)  That portion of any Management Incentive Plan award which the
               Compensation Committee has determined shall be excluded from the
               participant's "basic earnings" shall be excluded from the
               calculation of "final earnings" for

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               purposes of this subsection 4-2.  "Final earnings" for purposes
               of this subsection 4-2 shall include any compensation in excess
               of the limits imposed by Section 401(a)(17), Internal Revenue
               Code.

          (c)  In the event the period described in subsection 4-2(a)(ii)(B) is
               the final five calendar years of employment and a Management
               Incentive Plan award is made to the participant subsequent to
               retirement for the participant's final calendar year of
               employment, the supplemental pension shall be adjusted by adding
               such new award and subtracting a portion of the earliest
               Management Incentive Plan award included in the calculation, from
               the amount determined under subsection 4-2(a)(ii)(B).  The
               portion subtracted shall be equal to that portion of the
               participant's final calendar year of employment during which the
               participant was employed by Abbott.  If such adjustment results
               in a greater supplemental pension, the greater pension shall be
               paid beginning the first month following the date of such new
               award.

                                   Section 5
                RESTRICTED STOCK AWARD SUPPLEMENTAL BENEFIT

          5-1.  The benefits described in this Section 5 shall apply to all
participants in the Annuity Plan who retire or terminate with a vested pension,
under that plan, after September 1, 1995.

          5-2.  For purposes of this Supplemental Plan, the phrase "Eligible
Restricted Stock Award" shall mean a restricted stock award granted under the
Abbott Laboratories 1991 Incentive Stock Program, or any successor plan or
program, (the "Incentive Stock Program"), which is designated by the
Compensation Committee of the Board of Directors of Abbott, at any time prior to
retirement or termination of the participant, as includable in "final earnings"
for purposes of this Supplemental Plan.

          5-3.  Each Annuity Plan participant shall receive a supplemental
pension under this Supplemental Plan in an amount determined as follows:

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

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               (i)           The monthly benefit payable under the Annuity Plan
                             plus any supplement provided by Sections 2, 3 and
                             4; and

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

                             (A)  the participant's earnings described in
                                  subsection 4-2(a)(ii)(A);

                             (B)  the participant's awards described in
                                  subsection 4-2(a)(ii)(B) (adjusted as
                                  provided in subsections 4-2(b) and (c)); and

                             (C)  the total value of those installments of
                                  Eligible Restricted Stock Awards granted the
                                  participant which become non-forfeitable
                                  during the sixty consecutive calendar months
                                  for which his basic earnings (as defined in
                                  subsection 4-2(a)(ii)(A)) are highest within
                                  the last one hundred twenty consecutive
                                  calendar months immediately preceding his
                                  retirement or termination of employment.

       (b)  For purposes of this subsection 5-3:

                     (i)     The value of an Eligible Restricted Stock Award
                             shall be the fair market value of such award
                             (as determined under the Incentive Stock Program)
                             on the date the award is granted;

                    (ii)     No more than five installments of Eligible
                             Restricted Stock Awards shall be included in
                             the amount calculated under subsection
                             5-3(a)(ii)(C); and

                    (iii)    "Final earnings" shall include compensation in
                             excess of the limits imposed by Section
                             401(a)(17), Internal Revenue Code."

     In the event the limitation described in subsection 5-3(b)(ii) would be
     exceeded for a participant, those installments in

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     excess of five with the lowest fair market value (as defined in subsection
     5-3(b)(i)) shall be disregarded in calculating the benefit due under this
     Section 5.

                                   SECTION 6
             CORPORATE OFFICER ANNUITY PLAN SUPPLEMENTAL BENEFIT

     6-1.  The benefits described in this Section 6 shall apply to all
participants in the Annuity Plan who are corporate officers of Abbott as of
September 30, 1993 or who become corporate officers thereafter, and who retire,
or terminate with a vested pension under that plan on or after September 30,
1993.  The term "corporate officer" for purposes of this Section 6 shall mean an
individual elected an officer of Abbott by its Board of Directors (or designated
as such for purposes of this Section 6 by the Compensation Committee of the
Board of Directors of Abbott), but shall not include assistant officers.
     6-2. Subject to the limitations and adjustments described below, each
participant described in subsection 6-1 shall receive a monthly supplemental
pension under this Supplemental Plan commencing on the participant's normal
retirement date under the Annuity Plan and payable as a life annuity, equal to
6/10 of 1 percent (.006) of the participant's final earnings (as that phrase is
used in subsection 5-3(a)(ii), adjusted as provided in subsections

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5-3(b)(ii) and (iii)) for each of the first twenty years of the participant's
benefit service (as defined in the Annuity Plan) occurring after the
participant's attainment of age 35.
     6-3. In no event shall the sum of (a) the participant's aggregate
percentage of final earnings calculated under subsection 6-2 and (b) the
participant's aggregate percentage of final earnings calculated under subsection
5-1(b)(i) of the Annuity Plan, exceed the maximum aggregate percentage of final
earnings allowed under subsection 5-1(b)(i) of the Annuity Plan (without regard
to any limits imposed by the Internal Revenue Code), as in effect on the date of
the participant's retirement or termination.  In the event the limitation
described in this subsection 6-3 would be exceeded for any participant, the
participant's aggregate percentage calculated under subsection 6-2 shall be
reduced until the limit is not exceeded.
     6-4. Benefit service occurring between the date a participant ceases to be
a corporate officer of Abbott and the date the participant again becomes a
corporate officer of Abbott shall be disregarded in calculating the
participant's aggregate percentage under subsection 6-2.

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

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

     (b)    the maximum benefit that would be due under the Annuity Plan
            (without regard to the limits imposed by Section 415, Internal
            Revenue Code) based on the participant's final earnings (as that
            phrase is used in subsection 5-3(a)(ii), adjusted as provided in
            subsections 5-3(b)(ii) and (iii), if the participant had accrued
            the maximum benefit service recognized by the Annuity Plan.

The term "primary retirement plan" shall mean any pension benefit plan as
defined in ERISA, whether or not qualified under the Internal Revenue Code,
which is determined by the Board of Review to be the primary pension plan of its
sponsoring employer.  The term "non-Abbott employer" shall mean any employer
other than Abbott or a subsidiary or affiliate of Abbott.  A retirement plan
maintained by an employer prior to such employer's acquisition by Abbott shall
be deemed a retirement plan maintained by a non-Abbott employer for purposes of
this subsection 6-5.
     6-6. Any supplemental pension due a participant under this Section 6 shall
be actuarially adjusted as provided in the Annuity Plan to reflect the pension
form selected by the participant and the

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participant's age at commencement of the pension, and shall be paid as
provided in subsection 7-2.

                                   SECTION 7
                       CORPORATE OFFICER ANNUITY PLAN
                   SUPPLEMENTAL EARLY RETIREMENT BENEFIT

     7-1.  The benefits described in this Section 7 shall apply to all persons
described in subsection 6-1.
     7-2.  The supplemental pension due under Sections 2, 3, 4, 5 and 6 to each
participant described in subsection 7-1 shall be reduced as provided in
subsections 5-3 and 5-6 of the Annuity Plan for each month by which its
commencement date precedes the last day of the month in which the participant
will attain age 60.  No reduction will be made for the period between the last
day of the months the participant will attain age 60 and age 62.
     7-3.  Each participant described in subsection 7-1 shall receive a monthly
supplemental pension under this Supplemental Plan equal to any reduction made in
such participant's Annuity Plan pension under subsections 5-3 or 5-6 of the
Annuity Plan for the period between the last day of the months the participant
will attain age 60 and age 62.

                                   SECTION 8
                    ERISA STOCK PLAN SUPPLEMENTAL BENEFIT

     8-1.  This Section 8 shall apply to any employee who participates in the
Stock Plan at any time during the period

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commencing January l, 1984 and ending December 31, 1986 and shall apply only
to supplemental pay conversion contributions made by such participant during
such period.
     8-2.  All "supplemental pay conversion" contributions as defined in the
Stock Plan elected by participants in that plan in excess of the limits imposed
on each such participant by Section 415, Internal Revenue Code, (the
"supplemental contributions") shall not be paid over to the Abbott Laboratories
Stock Retirement Trust (the "Stock Trust"), but shall be retained by the
participant's employer and credited by Abbott to bookkeeping accounts maintained
for each such participant corresponding to the investment alternatives available
under the Stock Plan (the "bookkeeping accounts").
     8-3.  Each participant's supplemental contributions shall be allocated
among his or her bookkeeping accounts in the same proportions as the
participant's supplemental pay conversion contributions are allocated among the
investment alternatives available under the Stock Plan.
     8-4.  Each participant's supplemental contributions allocated to his or her
bookkeeping account for Abbott common shares shall be credited with the same
dividends and appreciation such contributions would have earned had they been
deposited in the Stock Trust and

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invested solely in Abbott common shares.  Each participant's supplemental
contributions allocated to his or her bookkeeping accounts for other
investment alternatives shall be credited with the same rate of return such
contributions would have earned had they been deposited in the Stock Trust
and invested solely in such investment alternative.
     8-5.  The amounts credited to each participant's bookkeeping accounts shall
be distributed to such participant or his or her beneficiary in the manner
described in subsection 9-2 or 9-3.
     8-6.  Each distribution from a participant's bookkeeping account for Abbott
common shares shall be increased by an amount which, after provision for any
federal income tax applicable to such amount, will equal the difference between
the then applicable maximum ordinary income and long-term capital gain federal
income tax rates applied to that portion of the distribution which exceeds the
sum of the participant's supplemental contributions allocated to that account
and the imputed dividends thereon.

                                   SECTION 9
                                 MISCELLANEOUS

     9-1. For purposes of this Supplemental Plan, the term "Management Incentive
Plan" shall mean the Abbott Laboratories 1971 Management Incentive Plan, the
Abbott Laboratories 1981 Management Incentive Plan and all successor plans to
those plans.

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     9-2. The supplemental pensions described in Sections 2, 3, 4, 5, 6 and 7
shall be paid to the participant or his or her beneficiary based on the
particular pension option elected by the participant, in the same manner, at the
same time, for the same period and on the same terms and conditions as the
pension payable to the participant or his beneficiary under the Annuity Plan.
In the event a participant is paid his or her pension under the Annuity Plan in
a lump sum, any supplemental pension due under Sections 2, 3, 4, 5, 6 or 7 shall
likewise be paid in a lump sum. All amounts credited to a participant under
Section 8 shall be distributed to the participant or his or her beneficiary in
the same manner, at the same time and on the same terms and conditions as the
distribution of the participant's interest in the Stock Trust. Notwithstanding
the foregoing provisions of this subsection 9-2: (a) if the present value of the
vested supplemental pensions described in Sections 2, 3, 4, 5, 6 and 7 of a
participant who is actively employed by Abbott exceeds $100,000, then payment of
such pensions shall be made to the participant under Section 10 below; and (b)
the amount credited to a participant under Section 8 shall be paid to the
participant under Section 11 below; and (c) if the monthly vested supplemental
pensions, expressed as a straight life annuity, due a participant or his or her
beneficiary under Sections 2, 3, 4,

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5, 6 and 7 do not exceed an aggregate of One Hundred Fifty Dollars ($150.00)
as of the commencement date of the pension payable such participant or his or
her beneficiary under the Annuity Plan, and payment of such supplemental
pension has not previously been made under Section 10, the present value of
such supplemental pensions shall be paid such participant or beneficiary in a
lump-sum.
     9-3. Notwithstanding any other provisions of this Supplemental Plan, if
employment of any participant with Abbott and its subsidiaries and affiliates
should terminate for any reason within five (5) years after the date of a Change
in Control:

     (a)  All amounts credited to the participant under Section 8
          shall be paid to the participant in a lump sum within thirty
          (30) days following such termination;

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

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

The supplemental pension described in paragraph (b) shall be computed using as
the applicable limit under Section 415, Internal Revenue Code, such limit as is
in effect on the termination date and based on the assumption that the
participant will receive his or her

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Annuity Plan pension in the form of a straight life annuity with no ancillary
benefits.  The present values of the supplemental pensions described in
paragraphs (b) and (c) shall be computed as of the date of payment by using
an interest rate equal to the Pension Benefit Guaranty Corporation interest
rate applicable to an immediate annuity, as in effect on the date of payment.
     9-4.  For purposes of subsection 9-3, a "Change in Control" shall be deemed
to have occurred on the earliest of the following dates:

     (a)  The date any entity or person (including a "group" as
          defined in Section 13(d)(3) of the Securities Exchange Act
          of 1934 (the "Exchange Act")) shall have become the
          beneficial owner of, or shall have obtained voting control
          over thirty percent (30%) or more of the outstanding common
          shares of the Company;

     (b)  The date the shareholders of the Company approve a
          definitive agreement (A) to merge or consolidate the Company
          with or into another corporation, in which the Company is
          not the continuing or surviving corporation or pursuant to
          which any common shares of the Company would be converted
          into cash, securities or other property of another
          corporation, other than a merger of the Company in which
          holders of common shares immediately prior to the merger
          have the same proportionate ownership of common stock of the
          surviving corporation immediately after the merger as
          immediately before, or (B) to sell or otherwise dispose of
          substantially all the assets of the Company; or

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     (c)  The date there shall have been a change in a majority of the
          Board of Directors of the Company within a twelve (12) month
          period unless the nomination for election by the Company's
          shareholders of each new director was approved by the vote
          of two-thirds of the directors then still in office who were
          in office at the beginning of the twelve (12) month period.

     9-5.  The provisions of subsections 9-3, 9-4 and this subsection 9-5 may
not be amended or deleted, nor superseded by any other provision of this
Supplemental Plan, during the period beginning on the date of a Change in
Control and ending on the date five years following such Change in Control.
     9-6.  All benefits due under this Supplement Plan shall be paid by Abbott
and Abbott shall be reimbursed for such payments by the employee's employer.  In
the event the employee is employed by more than one employer, each employer
shall reimburse Abbott in proportion to the period of time the employee was
employed by such employer, as determined by the Board of Review in its sole
discretion.
     9-7.  The benefits under the Supplemental Plan are not in any way subject
to the debts or other obligations of the persons entitled to benefits and may
not be voluntarily or involuntarily sold, transferred to assigned.

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     9-8.  Nothing contained in this Supplemental Plan shall confer on any
employee the right to be retained in the employ of Abbott or any of its
subsidiaries or affiliates.
     9-9.  Upon adoption of this Supplemental Plan, the prior resolutions shall
be deemed rescinded.

                                   SECTION 10
                   ALTERNATE PAYMENT OF SUPPLEMENTAL PENSIONS

     10-1.  If, as of any December 31, the present value of the supplemental
pensions described in Sections 2, 3, 4, 5, 6 and 7 of a participant who is
actively employed by Abbott exceeds $100,000, then payment of such present value
shall be made, at the direction of the participant, by either of the following
methods:  (a) current payment in cash directly to the participant; or (b)
current payment of a portion of such present value (determined as of that
December 31) in cash for the participant directly to a Grantor Trust established
by the participant, provided such trust is in a form which Abbott determines to
be substantially similar to the trust attached to this Plan as Exhibit A; and
current payment of the balance of such present value in cash directly to the
participant, provided that the payment made directly to the participant shall
approximate the aggregate federal, state and local individual income taxes
attributable to the amount paid pursuant to this subparagraph

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10-l(b).  If a participant fails to make an election under this subsection
10-l, or if a participant makes an election under subparagraph 10-1(b) but
fails to establish a Grantor Trust, then payment shall be made in cash
directly to the participant. Each payment required under this subsection 10-l
shall be made as soon as practicable after the amount thereof can be
ascertained by Abbott, but in no event later than the last day of the
calendar year following the calendar year in which the present value of the
participant's supplemental pensions described in Sections 2, 3, 4, 5, 6 and 7
first exceeds $100,000.

     10-2.  If the present value of a participant's supplemental pensions has
been paid to the participant (including amounts paid to the participant's
Grantor Trust) pursuant to subsection 10-1, then as of each subsequent December
31, such participant shall be entitled to a payment in an amount equal to:  (a)
the present value (as of that December 31) of the participant's supplemental
pensions described in Sections 2, 3, 4, 5, 6 and 7; less (b) the current value
(as of that December 31) of the payments previously made to the participant
under subsections 10-1 and 10-2; less (c) the excess, if any, of (1) the Tax
Gross Up payment made to the participant under subsection 12-1 for the
immediately preceding calendar year, over (2) the net increase in the
participant's

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federal, state and local income taxes as a result of the inclusion in his or
her taxable income of the income of the participant's Grantor Trust and any
Guaranteed Rate Payments for that year. Payments under this subsection 10-2
shall be made, at the direction of the participant, by either of the
following methods:  (i) current payment in cash directly to the participant;
or (ii) current payment of a portion of such amount in cash for the
participant directly to the Grantor Trust established by the participant; and
current payment of the balance of such amount in cash directly to the
participant, provided that the payment made directly to the participant shall
approximate the aggregate federal, state and local individual income taxes
attributable to the amount paid pursuant to this subparagraph 10-2(ii).  If a
participant fails to make an election under this subsection 10-2, then
payment shall be made in cash directly to the participant.  Each payment
required under this subsection 10-2 shall be made as soon as practicable
after the amount thereof can be ascertained by Abbott, but in no event later
than the last day of the calendar year following the December 31 as of which
such payment becomes due.  No payments shall be made under this subsection
10-2 as of any December 31 after the calendar year in which the participant
retires or otherwise terminates employment with Abbott.

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     10-3.  Present values shall be determined using reasonable actuarial
assumptions specified for this purpose by Abbott and consistently applied.  The
"current value" of the payments previously made to a participant under
subsections 10-1 and 10-2 means the aggregate amount of such payments, with
interest thereon (at the rate specified for this purpose by Abbott) from January
1 of the year of payment.
     10-4.  Abbott will establish and maintain a separate Supplemental Pension
Account in the name of each participant, which shall reflect any amounts paid to
a participant (including amounts paid to a participant's Grantor Trust) pursuant
to subsections 10-1 and 10-2, and any adjustments made pursuant to subsection
10-5. The accounts established pursuant to this subsection 10-4 are for the
convenience of the administration of the Plan and no trust relationship with
respect to such accounts is intended or should be implied.
     10-5.  As of the end of each calendar year, Abbott shall adjust each
participant's Supplemental Pension Account as follows:

     (a)  FIRST, charge an amount equal to the product of: (i) any
          payments made (or which would have been made) to the
          participant during that year from his or her Grantor Trust
          (other than distributions of earnings in excess of the Net
          Interest Accrual to provide for the Tax Gross Up under
          subsection 11-1); multiplied by (ii) a

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          fraction, the numerator of which is the balance in the
          participant's Supplemental Pension Account as of the end of the
          prior calendar year and the denominator of which is the balance (or
          the amount which would have been the balance) in the participant's
          Grantor Trust as of that same date;

     (b)  NEXT, credit an amount equal to the Interest Accrual for
          that year pursuant to subsection 10-6; and

     (c)  FINALLY, credit an amount equal to the amount that is paid
          for that year to the participant (including the amount paid
          to the participant's Grantor Trust) pursuant to subsections
          10-1 and 10-2.

     10-6.  As of the end of each calendar year, a participant's Supplemental
Pension Account shall be credited with interest calculated at a reasonable rate
of interest specified for this purpose by Abbott and consistently applied.  Any
amount so credited shall be referred to as a participant's "Interest Accrual."
     10-7.  In addition to any payment made to a participant for any calendar
year pursuant to subsection 10-1 or 10-2, Abbott shall also make a payment to a
participant's Grantor Trust (a "Guaranteed Rate Payment"), for any year in which
the net income of such trust does not equal or exceed the participant's Net
Interest Accrual for that year.  A participant's "Net Interest Accrual" for a
year is an amount equal to:  (a) the Interest Accrual credited to the
participant's Supplemental Pension Account for that year; less (b)

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the product of (i) the amount of such Interest Accrual, multiplied by (ii)
the aggregate of the federal, state and local individual income tax rates
(determined in accordance with subsection 12-2). The Guaranteed Rate Payment
shall equal the difference between the participant's Net Interest Accrual and
the net income of the participant's Grantor Trust for the year, and shall be
paid within 180 days of the end of that year.  No payments shall be made
under this subsection 10-7 for any year following the year of the
participant's death.
     10-8.  If at any time after a participant's retirement or other
termination of employment with Abbott, there is no longer a balance in his or
her Grantor Trust, then such participant (or his or her surviving spouse if
such spouse is entitled to periodic payments from the Grantor Trust) shall be
entitled to a "Continuation Payment" under this subsection 10-8.  The amount
of the Continuation Payment shall be equal to the amount of the supplemental
pension that would have been payable to the participant (or surviving spouse)
had no payments been made to or for the participant under subsections 10-1
and 10-2. Continuation Payments shall be made monthly, beginning with the
month following the month in which there is no longer a balance in the
participant's Grantor Trust and ending with the month of the participant's
(or

                                     - 24 -

surviving spouse's) death.  Payments under this subsection
10-8 shall be made by the employers (in such proportions as Abbott shall
designate) directly from their general corporate assets. Appropriate
adjustments to the Continuation Payments shall be made in the event
distributions have been made from a participant's Grantor Trust for reasons
other than benefit payments to the participant or surviving spouse.

                                   SECTION 11
                    PAYMENT OF SUPPLEMENTAL CONTRIBUTIONS

     Notwithstanding any other provisions of the plan, the amount credited to a
participant under Section 8 shall be paid in cash directly to the participant on
or before December 31, 1990.

                                   SECTION 12
                             TAX GROSS UP PAYMENTS

     12-1.    In addition to the payments provided under subsections 10-1 and
10-2, each participant shall also be entitled to a Tax Gross Up payment for each
year there is a balance in his or her Supplemental Pension Account.  The "Tax
Gross Up" shall approximate:  (a) the product of (i) the participant's Net
Interest Accrual for the year (calculated using the greater of the rate of
return of the Grantor Trusts or the rate specified in subsection 10-6),
multiplied by (ii) the aggregate of the federal, state and local tax rates
(determined in accordance with subsection 12-2);

                                     - 25 -

less (b) the excess, if any, of (i) the participant's Net Interest Accrual
for the year calculated using the rate of return of the Grantor Trusts; over
(ii) such Net Interest Accrual calculated using the rate specified in
subsection 10-6; plus (c) an amount equal to the product of (i) any payment
made pursuant to this subsection 12-1, multiplied by (ii) the aggregate tax
rate determined under subparagraph 12-1(a)(ii) above.  Payment of the Tax
Gross Up shall be made by the employers (in such proportions as Abbott shall
designate) directly from their general corporate assets.  The Tax Gross Up
for a year shall be paid to the participant as soon as practicable after the
amount of the Tax Gross Up can be ascertained by Abbott, but in no event
later than the last day of the calendar year following the calendar year to
which the Tax Gross Up relates.  No payments shall be made under this
subsection 12-1 for any year following the year of the participant's death.
     12-2.  For purposes of Sections 10 and 12, a participant's federal income
tax rate shall be deemed to be the highest marginal rate of federal individual
income tax in effect in the calendar year in which a calculation under those
Sections is to be made, and state and local tax rates shall be deemed to be the
highest marginal rates of individual income tax in effect in the state and
locality

                                     - 26 -

of the participant's residence in the calendar year for which such a
calculation is to be made, net of any federal tax benefits.

                                                                      EXHIBIT A

                               ----------------------
                                SUPPLEMENTAL BENEFIT
                                   GRANTOR TRUST

          THIS AGREEMENT, made this ______ day of _______________, 199_, by and
between __________________, ____________________________ (the "grantor"), and
The Northern Trust Company, located at Chicago, Illinois, as trustee (the
"trustee"),

                                WITNESSETH THAT:

          WHEREAS, the grantor desires to establish and maintain a trust to hold
certain benefits received by the grantor under the Abbott Laboratories
Supplemental Pension Plan, as it may be amended from time to time;

          NOW, THEREFORE, IT IS AGREED as follows:

                                  ARTICLE I
                                INTRODUCTION

              I-1.  NAME.  This agreement and the trust hereby evidenced (the
"trust") may be referred to as the "________________________ Supplemental
Benefit Grantor Trust."

              I-2.  THE TRUST FUND.  The "trust fund" as at any date means all
property then held by the trustee under this agreement.

              I-3.  STATUS OF THE TRUST.  The trust shall be irrevocable. The
trust is intended to constitute a grantor trust under Sections 671-678 of the
Internal Revenue Code, as amended, and shall be construed accordingly.

              I-4.  THE ADMINISTRATOR.  Abbott Laboratories ("Abbott") shall
act as the "administrator" of the trust, and as such shall have certain powers,
rights and duties under this agreement as described below.  Abbott will certify
to the trustee from time to time the

                                     - 2 -

person or persons authorized to act on behalf of Abbott as the administrator.
The trustee may rely on the latest certificate received without further
inquiry or verification.

              I-5.  ACCEPTANCE.  The trustee accepts the duties and obligations
of the "trustee" hereunder, agrees to accept funds delivered to it by the
grantor or the administrator, and agrees to hold such funds (and any proceeds
from the investment of such funds) in trust in accordance with this agreement.

                                     - 3 -

                                  ARTICLE II
                        DISTRIBUTION OF THE TRUST FUND

              II-1.  SEPARATE ACCOUNTS.  The administrator shall maintain two
separate accounts under the trust, a "supplemental pension account" and a
"supplemental contribution account." Funds delivered to the trustee shall be
allocated between the accounts as directed by the administrator.  As of the end
of each calendar year, the administrator shall charge each account with all
distributions made from such account during that year; and credit each account
with its share of trust income and realized gains and charge each account with
its share of trust expenses and realized losses for the year.  The trustee shall
not be required to make any separate investment of the trust fund for the
accounts, and may administer and invest all funds delivered to it under the
trust as one trust fund.

              II-2.  DISTRIBUTIONS PRIOR TO THE GRANTOR'S DEATH. Principal and
accumulated income shall not be distributed from the trust prior to the
grantor's retirement or other termination of employment with Abbott or a
subsidiary of Abbott (the grantor's "settlement date"); provided that, each year
the administrator may direct the trustee to distribute to the grantor a portion
of the income of the trust fund for that year, with the balance of such income
to be accumulated in the trust.  The administrator shall inform the trustee of
the grantor's settlement date.  Thereafter, the trustee shall distribute the
amounts from time to time credited to the supplemental pension account to the
grantor, if then living, in the same manner, at the same time and over the same
period as the pension payable to the grantor under Abbott Laboratories Annuity
Retirement Plan; and the trustee shall distribute the amounts from time to time
credited to the supplemental contribution account to the grantor, if then
living, in the same manner, at the same time and over the same period as the
distribution of the grantor's benefits from Abbott Laboratories Stock Retirement
Plan.

              II-3.  DISTRIBUTIONS AFTER THE GRANTOR'S DEATH.  On the death of
the grantor, the entire principal of the trust fund and all accrued or
undistributed income thereof shall be distributed in a lump sum to or for the
benefit of such one or more persons designated by the grantor in a beneficiary
designation provided by the administrator.  If the grantor fails to designate a
beneficiary as provided above, then on the grantor's death, the trustee shall

                                     - 4 -

distribute the balance of the trust fund to the executor or administrator of the
grantor's estate.

           II-4.  FACILITY OF PAYMENT.  When a person entitled to a distribution
hereunder is under legal disability, or, in the trustee's opinion, is in any way
incapacitated so as to be unable to manage his or her financial affairs, the
trustee may make such distribution to such person's legal representative, or to
a relative or friend of such person for such person's benefit.  Any distribution
made in accordance with the preceding sentence shall be a full and complete
discharge of any liability for such distribution hereunder.

              II-5.  PERPETUITIES.  Notwithstanding any other provisions of
this agreement, on the day next preceding the end of 21 years after the death of
the last to die of the grantor and the grantor's descendants living on the date
of this instrument, the trustee shall immediately distribute any remaining
balance in the trust to the beneficiaries then entitled to distributions
hereunder.

                                   ARTICLE III
                          MANAGEMENT OF THE TRUST FUND

              III-1.  GENERAL POWERS.  The trustee shall, with respect to the
trust fund, have the following powers, rights and duties in addition to those
provided elsewhere in this agreement or by law:

              (a)   Subject to the limitations of subparagraph (b) next below,
                    to sell, contract to sell, purchase, grant or exercise
                    options to purchase, and otherwise deal with all assets of
                    the trust fund, in such way, for such considerations, and on
                    such terms and conditions as the trustee decides.

              (b)   To retain in cash such amounts as the trustee considers
                    advisable; and to invest and reinvest the balance of the
                    trust fund, without distinction between principal and
                    income, in an annuity contract or contracts issued by a
                    legal reserve life insurance company or in obligations of
                    the United States Government and its agencies or which are
                    backed by the full faith and credit of the United States
                    Government; and any such investment made or retained by the
                    trustee in good faith shall be proper

                                     - 5 -

                    despite any resulting risk or lack of diversification or
                    marketability.

              (c)   To deposit cash in any depositary (including the banking
                    department of the bank acting as trustee) without liability
                    for interest, and to invest cash in savings accounts or time
                    certificates of deposit bearing a reasonable rate of
                    interest in any such depositary.

              (d)   To invest, subject to the limitations of subparagraph (b)
                    above, in any common or commingled trust fund or funds
                    maintained or administered by the trustee solely for the
                    investment of trust funds.

              (e)   To borrow from anyone, with the administrator's approval,
                    such sum or sums from time to time as the trustee considers
                    desirable to carry out this trust, and to mortgage or pledge
                    all or part of the trust fund as security.

              (f)   To retain any funds or property subject to any dispute
                    without liability for interest and to decline to make
                    payment or delivery thereof until final adjudication by a
                    court of competent jurisdiction or until an appropriate
                    release is obtained.

              (g)   To begin, maintain or defend any litigation necessary in
                    connection with the administration of this trust, except
                    that the trustee shall not be obliged or required to do
                    so unless indemnified to the trustee's satisfaction.

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

              (i)   To give proxies to vote stocks and other voting securities,
                    to join in or oppose (alone or jointly with others) voting
                    trusts, mergers, consolidations, foreclosures,
                    reorganizations, liquidations, or other changes in the
                    financial structure of any corporation, and to exercise or
                    sell stock subscription or conversion rights.

                                     - 6 -

              (j)   To hold securities or other property in the name of a
                    nominee, in a depositary, or in any other way, with or
                    without disclosing the trust relationship.

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

              (l)   To pay any tax imposed on or with respect to the trust; to
                    defer making payment of any such tax if it is indemnified to
                    its satisfaction in the premises; and to require before
                    making any payment such release or other document from any
                    lawful taxing authority and such indemnity from the intended
                    payee as the trustee considers necessary for its protection.

              (m)   To deal without restriction with the legal representative of
                    the grantor's estate or the trustee or other legal
                    representative of any trust created by the grantor or a
                    trust or estate in which a beneficiary has an interest, even
                    though the trustee, individually, shall be acting in such
                    other capacity, without liability for any loss that may
                    result.

              (n)   To appoint or remove by written instrument any bank or
                    corporation qualified to act as successor trustee, wherever
                    located, as special trustee as to part or all of the trust
                    fund, including property as to which the trustee does not
                    act, and such special trustee, except as specifically
                    limited or provided by this or the appointing instrument,
                    shall have all of the rights, titles, powers, duties,
                    discretions and immunities of the trustee, without liability
                    for any action taken or omitted to be taken under this or
                    the appointing instrument.

              (o)   To appoint or remove by written instrument any bank,
                    wherever located, as custodian of part or all of the trust
                    fund, and each such custodian shall have such rights,
                    powers, duties and discretions as are delegated to it by the
                    trustee.

              (p)   To employ agents, attorneys, accountants or other persons,
                    and to delegate to them such powers as the trustee considers
                    desirable, and the trustee shall be

                                     - 7 -

                    protected in acting or refraining from acting on the advise
                    of persons so employed without court action.

              (q)   To perform any and all other acts which in the trustee's
                    judgment are appropriate for the proper management,
                    investment and distribution of the trust fund.

              III-2.  PRINCIPAL AND INCOME.  Any income earned on the trust
fund which is not distributed as provided in Article II shall be accumulated and
from time to time added to the principal of the trust.  The grantor's interest
in the trust shall include all assets or other property held by the trustee
hereunder, including principal and accumulated income.

              III-3.  ANNUAL STATEMENTS.  Periodically, but at least within a
reasonable time after the close of each calendar year, the trustee shall prepare
and deliver to the administrator and to the grantor, if then living, otherwise
to each beneficiary then entitled to distributions under this agreement, a
statement (or series of statements) setting forth (or which taken together set
forth) all investments, receipts, disbursements and other transactions effected
by the trustee during the calendar year; and showing the trust fund and the
value thereof at the end of the year.

              III-4.  COMPENSATION AND EXPENSES.  All reasonable costs, charges
and expenses incurred in the administration of this trust, including
compensation to the trustee, any compensation to agents, attorneys, accountants
and other persons employed by the trustee, and expenses incurred in connection
with the sale, investment and reinvestment of the trust fund shall be paid from
the trust fund.

                                   ARTICLE IV
                               GENERAL PROVISIONS

              IV-1.  INTERESTS NOT TRANSFERABLE.  The interests of the grantor
or other persons entitled to distributions hereunder are not subject to their
debts or other obligations and may not be voluntarily or involuntarily sold,
transferred, alienated, assigned or encumbered.

                                     - 8 -

              IV-2.  DISAGREEMENT AS TO ACTS.  If there is a disagreement
between the trustee and anyone as to any act or transaction reported in any
accounting, the trustee shall have the right to a settlement of its account by
any proper court.

              IV-3.  TRUSTEE'S OBLIGATIONS.  No power, duty or responsibility
is imposed on the trustee except as set forth in this agreement.  The trustee is
not obliged to determine whether funds delivered to or distributions from the
trust are proper under the trust, or whether any tax is due or payable as a
result of any such delivery or distribution.  The trustee shall be protected in
making any distribution from the trust as directed pursuant to Article II
without inquiring as to whether the distributee is entitled thereto; the trustee
shall not be liable for any distribution made in good faith without written
notice or knowledge that the distribution is not proper under the terms of this
agreement; and the trustee shall not be liable for any action taken because of
the specific direction of the administrator.

              IV-4.  GOOD FAITH ACTIONS.  The trustee's exercise or
non-exercise of its powers and discretions in good faith shall be conclusive on
all persons.  No one shall be obliged to see to the application of any money
paid or property delivered to the trustee. The certificate of the trustee that
it is acting according to this agreement will fully protect all persons dealing
with the trustee.

              IV-5.  WAIVER OF NOTICE.  Any notice required under this
agreement may be waived by the person entitled to such notice.

              IV-6.  CONTROLLING LAW.  The laws of the State of Illinois shall
govern the interpretation and validity of the provisions of this agreement and
all questions relating to the management, administration, investment and
distribution of the trust hereby created.

              IV-7.  SUCCESSORS.  This agreement shall be binding on all
persons entitled to distributions hereunder and their respective heirs and legal
representatives, and on the trustee and its successors.

                                   ARTICLE V
                              CHANGES IN TRUSTEE

                                     - 9 -

              V-1.  RESIGNATION OR REMOVAL OF TRUSTEE.  The trustee may resign
at any time by giving thirty days' advance written notice to the administrator
and the grantor.  The administrator may remove a trustee by written notice to
the trustee and the grantor.

              V-2.  APPOINTMENT OF SUCCESSOR TRUSTEE.  The administrator shall
fill any vacancy in the office of trustee as soon as practicable by written
notice to the successor trustee; and shall give prompt written notice thereof to
the grantor, if then living, otherwise to each beneficiary then entitled to
payments or distributions under this agreement.  A successor trustee shall be a
bank (as defined in Section 581 of the Internal Revenue Code, as amended).

              V-3.  DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF SUCCESSOR
TRUSTEE.  A trustee that resigns or is removed shall furnish promptly to the
administrator and the successor trustee an account of its administration of the
trust from the date of its last account.  Each successor trustee shall succeed
to the title to the trust fund vested in its predecessor without the signing or
filing of any instrument, but each predecessor trustee shall execute all
documents and do all acts necessary to vest such title of record in the
successor trustee.  Each successor trustee shall have all the powers conferred
by this agreement as if originally named trustee. No successor trustee shall be
personally liable for any act or failure to act of a predecessor trustee.  With
the approval of the administrator, a successor trustee may accept the account
furnished and the property delivered by a predecessor trustee without incurring
any liability for so doing, and such acceptance will be complete discharge to
the predecessor trustee.

                                   ARTICLE VI
                          AMENDMENT AND TERMINATION

              VI-1.  AMENDMENT.  With the consent of the administrator, this
trust may be amended from time to time by the grantor, if then living, otherwise
by a majority of the beneficiaries then entitled to payments or distributions
hereunder, except as follows:

              (a)    The duties and liabilities of the trustee cannot be
                     changed substantially without its consent.

                                     - 10 -

              (b)    This trust may not be amended so as to make the trust
                     revocable.

              VI-2.  TERMINATION.  This trust shall not terminate, and all
rights, titles, powers, duties, discretions and immunities imposed on or
reserved to the trustee, the administrator, the grantor and the beneficiaries
shall continue in effect, until all assets of the trust have been distributed by
the trustee as provided in Article II.

                                     - 11 -

          IN WITNESS WHEREOF, the grantor and the trustee have executed this
agreement as of the day and year first above written.

                     ____________________________________
                               Grantor

                     ________________________, as Trustee

                     By _________________________________

                       Its ______________________________ 

Basic Info X:

Name: ABBOTT LABORATORIES SUPPLEMENTAL PENSION PLAN
Type: Abbott Laboratories Supplemental Pension Plan
Date: March 11, 1996
Company: ABBOTT LABORATORIES
State: Illinois

Other info:

Date:

  • February 10 , 1984
  • September 9 , 1977
  • December 31 , 1988
  • December 14 , 1979
  • September 1 , 1995
  • September 30 , 1993
  • last day of the months
  • December 31 , 1986
  • January 1
  • December 31 , 1990

Organization:

  • Board of Directors 121385
  • Board of Review 31386
  • Board of Directors of Abbott Laboratories
  • Abbott Laboratories Management Incentive Plan
  • U.S. Internal Revenue Code
  • Abbott Laboratories Employee Benefit Board of Review
  • Abbott Laboratories 1991 Incentive Stock Program
  • Eligible Restricted Stock Awards
  • Compensation Committee of the Board of Directors of Abbott
  • Abbott Laboratories Stock Retirement Trust
  • Abbott Laboratories 1981 Management Incentive Plan
  • One Hundred Fifty Dollars
  • Pension Benefit Guaranty Corporation
  • Board of Directors of the Company
  • Abbott Laboratories Supplemental Pension Plan
  • Abbott Laboratories Annuity Retirement Plan
  • Abbott Laboratories Stock Retirement Plan
  • United States Government
  • State of Illinois

Location:

  • Chicago
  • Illinois
  • Abbott

Money:

  • $ 150.00
  • $ 100,000

Person:

  • Abbott

Percent:

  • 1 percent
  • thirty percent
  • 30 %