~~We made design changes during this time that reflect feedback from shareholders,~~future as ~~well as changes in our business. Some of the changes made include the following:~~

~~We received positive feedback on these changes from our shareholders during our extensive shareholder outreach.~~well.

The Compensation Committee, with the counsel of its independent consultant, concluded that the compensation reported herein was earned and appropriate. The specific details of the executive compensation program and compensation paid to the named executive officers are described on pages 2730 through 4150 of this proxy statement.

While this vote is advisory and non-binding, the Board of Directors and Compensation Committee value the opinion of the shareholders and will review the voting results and take into account the results and our ongoing dialogue with shareholders when future compensation decisions are made.

Accordingly, the Board of Directors recommends that you vote FOR the approval of the named officers' compensation.

~~SAY WHEN ON PAY—AN ADVISORY VOTE ON THE APPROVAL OF THE FREQUENCY OF~~ SHAREHOLDER ~~VOTES ON EXECUTIVE COMPENSATION (ITEM 4 ON PROXY CARD)~~PROPOSALS

~~Shareholders are being asked to vote on how often Abbott should present shareholders with the opportunity to vote on the compensation awarded to its named officers.~~

~~You may vote to have this vote held annually, every two years, or every three years, or you may abstain. The vote is advisory and non-binding.~~

~~The compensation committee will consider the outcome, along with other relevant factors, in recommending a voting frequency to the board of directors.~~

~~Accordingly, the Board of Directors recommends that you vote FOR an ANNUAL (1 YEAR) shareholder advisory vote about compensation awarded to Abbott's named officers.~~

~~APPROVAL OF THE ABBOTT LABORATORIES 2017 INCENTIVE STOCK PROGRAM (ITEM 5 ON PROXY CARD)~~

The Board of Directors has adopted, subject to shareholder approval, the Abbott Laboratories 2017 Incentive Stock Program (the "Plan"). A copy of the Plan is attached to this proxy statement as Exhibit B.

~~The Board of Directors recommends a vote FOR the approval of the Plan.~~

Upon shareholder approval, the Plan will replace the 2009 Incentive Stock Program, as amended (the "Prior Plan"). No further awards will be granted under the Prior Plan, and any shares remaining available for grant will be retired and not transferred to the Plan. In addition, no awards have been or will be granted under the St. Jude Medical, Inc. 2016 Stock Incentive Plan. If the Plan is not approved by shareholders, then the Plan will not become effective and the Prior Plan will continue in full force and effect.

An aggregate of 170 million shares initially will be available for issuance under the Plan. This number was determined based on analysis of various factors, including the average share usage rate ("burn rate"), potential dilution, industry plan cost standards, and anticipated equity compensation needs. In 2014, 2015, and 2016, the Prior Plan's burn rate was 1.8 percent, calculated as of December 31, 2016, as follows:

The Aggregate Number of Shares Subject to Awards Granted during the Year*
~~Weighted Average Number of Shares Outstanding during the Year~~

The potential dilution to current shareholders that could result from the future issuance of shares available under the Plan, in addition to shares subject to awards outstanding under the Prior Plan, would be approximately 13.0 percent, calculated as follows:

~~New Shares Requested + Shares Subject to Outstanding Awards~~
~~New Shares Requested + Shares Subject to Outstanding Awards + Total Common Shares Outstanding~~

Based on these factors and Abbott's current grant practices, the shares requested for use under the Plan are expected to meet Abbott's equity grant needs for approximately 4-5 years. The shares reserved may, however, last for a shorter or longer period of time depending on currently unknown factors, such as the number of grant recipients, future grant practices, and Abbott's share price.

As of December 31, 2016, there were 49,811,696 common shares subject to outstanding awards granted under the Prior Plan, including 35,888,333 options with a weighted average exercise price of $34.17 and a weighted average remaining term of 5.3 years and 13,923,363 Full Value Awards.

As of December 31, 2016, Abbott had 1,472,869,205 total common shares outstanding. The terms and conditions of outstanding awards under the Prior Plan will not be affected by the approval of the Plan, and the Prior Plan will remain in effect with respect to awards which have already been granted.

As noted above, upon shareholder approval of the Plan, no further awards will be granted under the Prior Plan and any shares remaining available under the Prior Plan or the St. Jude Medical, Inc. 2016 Stock Incentive Plan will be retired and not transferred to the Plan; provided, that shares under outstanding Prior Plan awards that are not issued due to forfeiture, expiration, cancellation, or cash settlement and shares withheld to satisfy tax withholding obligations under Prior Plan Full Value Awards will become available for issuance under the Plan.

The Plan is intended to reinforce the alignment between employees' and non-employee directors' interests and shareholders' interests, and purposefully excludes features that could misalign those interests. Accordingly, the Plan and current award agreements:

~~This summary of the Plan's principal features is qualified in its entirety by reference to the Plan, which is attached to this proxy statement as Exhibit B.~~

The purpose of the Plan is to attract and retain outstanding employees, officers, and non-employee directors of Abbott and its subsidiaries and to motivate such individuals by providing opportunities to acquire Abbott common shares or to receive payments based on the value of such shares or on the financial performance of Abbott, or both, on advantageous terms and to further align such persons' interests with those of Abbott's other shareholders. To enable Abbott to accomplish this, the Plan authorizes the grant of several different forms of benefits including nonqualified stock options, restricted stock awards, restricted stock units, performance awards, other share-based awards and foreign benefits ("Benefits" or "awards").

Code Section 162(m) limits the tax deduction available to public companies for annual compensation paid to the chief executive officer and three other most highly paid executive officers other than the chief financial officer ("covered employees") in excess of $1 million, unless the compensation qualifies as "performance-based" or is otherwise exempt. The Plan provides the Compensation Committee with the ability to award performance-based compensation to covered employees that is exempt from the tax deduction limits of Code Section 162(m), in part by setting limits on awards that an individual participant can receive in any year under the Plan: (i) no more than 2 million shares may be subject to stock options and stock appreciation rights; and (ii) no more than $15 million worth of shares may be subject to Full Value Awards that are performance awards, determined by multiplying the number of shares or units granted under the award by the fair market value of a common share on the date of grant. However, Abbott may provide compensation under the Plan that is not deductible.

The Plan authorizes the grant of awards with respect to an aggregate of 170 million common shares, plus the number of shares that cease to be subject to awards under the Prior Plan (for example, awards that expire unexercised or that are forfeited); subject in each case to adjustments as provided below. Each share subject to a Full Value Award under the Plan shall be counted as three shares for every one share actually issued in connection with the award.

On February 16, 2017, the closing price of an Abbott common share on the New York Stock Exchange was $44.20. The common shares covered by the Plan may be either authorized but unissued shares or shares that have been or may be reacquired by Abbott in the open market, in private transactions, or otherwise.

If there is a lapse, expiration, termination, forfeiture, cancellation, or cash settlement of any Benefit granted under the Plan or the Prior Plan without the issuance of shares, the shares that had been subject to that Benefit may be used for the grant of new Benefits under the Plan. Any common shares withheld by Abbott to satisfy minimum statutory tax withholding obligations arising in connection with a Full Value Award granted under the Plan or the Prior Plan may be used for the grant of new Benefits.

Common shares that are issued under any Benefit and thereafter reacquired by Abbott pursuant to rights reserved upon the issuance of the shares or pursuant to the payment of the exercise price under stock options by delivery of other Abbott common shares, common shares under options or stock-settled stock appreciation rights that are not issued upon the net exercise or net settlement of the option or stock appreciation right, and common shares that are exchanged by the grantee or withheld by Abbott to satisfy tax withholding requirements in connection with any Benefit other than a Full Value Award (whether granted under the Plan or the Prior Plan) will not be available for subsequent awards under the Plan. Benefits settled in cash will not reduce the number of common shares available for subsequent awards under the Plan.

The Plan provides that grants of Benefits and other determinations under the Plan will be made by the Compensation Committee of the Board of Directors or such other committee consisting entirely of persons who are both: (i) "non-employee directors" as defined in Rule 16b3 of the Securities Exchange Act, as amended; and (ii) "outside directors" as defined under Code Section 162(m) (the "Committee"), except that the Committee may delegate its authority to the extent consistent with applicable law and Securities and Exchange Commission rules, and except that the Chief Executive Officer may grant Benefits under the Plan to eligible persons other than directors and executive officers of Abbott, which grants shall be reported to the Committee.

~~To the extent not inconsistent with the Plan's provisions, the Committee's powers will include the power:~~

~~All determinations of the Committee will be made by the vote of a majority of its members, which will constitute a quorum.~~

Employees of Abbott and its subsidiaries (including the persons named in the Summary Compensation Table on page 44) selected by the Committee will be eligible to receive Benefits under the Plan. Directors who are not employees of Abbott or its subsidiaries are eligible to receive certain restricted stock unit awards and nonqualified stock options, as described in more detail below. As of December 31, 2016, approximately 75,000 persons, including 75,000 employees, 18 executive officers and 11 non-employee directors were eligible to receive awards under the Plan. In connection with the acquisition of St. Jude Medical, Inc. on January 4, 2017, approximately 19,000 employees joined Abbott, bringing the total number of persons eligible to receive awards under the Plan to 94,000.

~~The Plan will continue in effect until the tenth anniversary of its approval by Abbott's shareholders, unless terminated earlier by the Board of Directors.~~

The Plan provides for equitable adjustment by the Committee in the event of certain corporate events such as a stock split, special dividend (in cash, shares or other property), merger, spinoff, or similar occurrence affecting the shares including, for example, adjustments to the number of shares reserved under the Plan, the number of shares covered by, or issuable pursuant to each outstanding Benefit, the exercise price or purchase price relating to any Benefit, the performance goals, and the individual and share limitations under the Plan.

The Plan prohibits repricing of stock options or stock appreciation rights other than in connection with an adjustment. Specifically, the Plan provides that without prior approval of shareholders, the Committee may not lower the exercise price or base price of an outstanding stock option or stock appreciation right nor grant any Benefit or provide cash in replacement of a canceled stock option or stock appreciation right which had been granted at a higher exercise price or base price.

Except with respect to five percent of the number of shares available for grant as of the effective date of the Plan, the Plan requires a minimum one-year vesting period for all awards granted under the Plan, other than in connection with an adjustment. The Committee has discretion to accelerate the vesting of awards, provided that such acceleration does not cause an award subject to a one-year minimum vesting period to vest prior to one year from grant, other than upon a "Change in Control" of Abbott (as defined in the Plan), or upon a participant's death or disability. (See the section captioned "Other Share-Based Awards and Recognition Awards" below for details regarding additional limits on the grant of vested share awards).

The Plan provides that the exercise price of any stock option will be at least 100 percent of the fair market value of the common shares on the grant date of the option, except in connection with an adjustment. The Committee may provide for the payment of the exercise price in cash, by delivery of other Abbott common shares having a market value equal to the purchase price of such shares, including by withholding of shares that would otherwise be distributed to the grantee upon exercise, through an open-market broker-assisted transaction, or by any other method approved by the Committee.

No option may be granted with a term in excess of ten years from the date of grant. The Plan contains special rules covering the time of exercise in case of retirement, death, disability, or other termination of employment.

Restricted stock awards consist of common shares transferred to participants, without payment, as additional compensation for their services to Abbott or one of its subsidiaries. Restricted stock units consist of a contractual right of the participant to receive common shares, or cash equal in value to those shares, in the future, without payment, as additional compensation for their services to Abbott or one of its subsidiaries. Restricted stock awards

and restricted stock units awarded under the Plan will be subject to such terms and conditions as the Committee determines are appropriate, including without limitation, restrictions on the sale or other disposition of such shares.

The Plan permits the grant of performance awards in the form of restricted stock, restricted stock units and other share-based awards. The goals established by the Committee shall be based on any one or a combination of earnings per share, return on equity, return on assets, return on net assets, return on investment, total shareholder return, net operating income, cash flow, increase in revenue, economic value added, increase in share price or cash flow return on investment, and may be applied to the performance of Abbott, a subsidiary, or a division or strategic business unit of Abbott, or may be applied to Abbott performance relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The performance goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). If a Benefit is intended to satisfy the performance-based compensation exception to the limits of Code Section 162(m), then to the extent consistent with such exception, the Committee may make equitable adjustments to the performance goals in recognition of unusual or non-recurring events affecting Abbott or any subsidiary or the financial statements of Abbott or any subsidiary, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

The Committee may grant other share-based awards, stock appreciation rights and other awards based on the value of Abbott common shares, subject to such terms and conditions as the Committee determines are appropriate. The Committee may provide the right to vote and receive dividends on restricted stock and dividend equivalents on restricted stock units granted under the Plan. Unless otherwise provided, any dividends or dividend equivalents received, including in connection with a stock split of the common shares underlying an award, generally will be subject to the same restrictions as the common shares underlying the award and any dividend equivalents are included in the participant's ordinary income and deducted by the Company upon payment. The Plan provides that the base price of any stock appreciation right will be at least equal to the fair market value of the common shares on the date of grant of the stock appreciation right, except in connection with an adjustment, and that a stock appreciation right may not be granted with a term in excess of ten years from the date of grant. The Committee may grant no more than one thousand fully vested common shares to any one individual in any one calendar year, as a "recognition award".

The Committee may grant Benefits to such officers and employees of Abbott and its subsidiaries who reside in foreign jurisdictions, subject to such terms and conditions as the Committee determines are appropriate. The Committee may amend or vary the terms of the Plan in order to conform such terms with the requirements of each jurisdiction where a subsidiary is located as it considers necessary or desirable to take into account or to mitigate the burden of taxation and social security contributions for participants and/or the subsidiary, or amend or vary the terms of the Plan in a jurisdiction where the subsidiary is located as it considers necessary or desirable to meet the objectives of the Plan. The Committee may establish one or more sub-plans for these purposes. The Committee may establish administrative rules and procedures to facilitate the operation of the Plan in such jurisdictions. To the extent permitted under applicable law, the Committee, which may delegate its authority and responsibilities regarding Foreign Benefits to one or more officers of Abbott, has delegated its authority and responsibilities with respect to the administration of Benefits granted to officers and employees of Abbott and its subsidiaries who reside in foreign jurisdictions to the Executive Vice President of Human Resources.

The Plan permits each director of Abbott who is not also an employee of Abbott or its subsidiaries ("non-employee directors") to elect to receive any or all of his or her directors' fees earned under Abbott's Non-Employee Directors' Fee Plan in the form of nonqualified stock options, provided that such election is made by December 31 of the year preceding the period in which the fees are earned. The fees covered by any such election will be converted to stock

options based on a reasonable valuation method. Each nonqualified stock option due to a director under this Plan will be granted annually, on the date of the annual shareholders meeting, will be immediately exercisable and non-forfeitable and will not be exercisable after the tenth anniversary of the date of grant.

The Plan also provides that restricted stock units will automatically be awarded to each person elected a director of Abbott at the annual shareholders meeting who is not also an employee of Abbott or its subsidiaries. The awards will be made on the date the person is elected as a director, and each award will cover a number of common shares set by the Board in its sole discretion, upon recommendation by the Committee, provided that the fair market value of the shares on the award date will not exceed $250,000. The shares covered by the awards will be fully vested on the award date. The non-employee director receiving the restricted stock units will be entitled to receive one common share for each restricted stock unit upon the earliest of the date the director experiences a "separation from service" (within the meaning of Code Section 409A), the date the director dies or the date of a Change in Control that also qualifies as a "change in control event" within the meaning of Code Section 409A.

Unless otherwise provided in an award agreement (including award agreements with executive officers), upon the occurrence of a Change in Control of Abbott, the Plan provides that: (i) stock options will become fully vested and exercisable; (ii) terms and conditions of restricted stock awards and restricted stock units will be deemed to be satisfied, and all restrictions will lapse; (iii) other share-based awards will become fully vested and stock appreciation rights will become fully vested and exercisable; and (iv) performance awards will be deemed to have been fully earned and immediately payable. The Plan's award agreements for Abbott's executive officers provide for accelerated vesting of Benefits in connection with a Change in Control only in double-trigger circumstances.

The Committee may permit or require a participant to pay all or a portion of the federal, state and local taxes (in U.S. or non-U.S. jurisdictions), including social security and Medicare withholding tax, arising in connection with the receipt or exercise of any Benefit, by having Abbott withhold shares or by delivering shares received in connection with the Benefit or previously acquired, having a fair market value approximating the amount to be withheld, by having Abbott or a subsidiary withhold from any cash compensation payable to the participant or sell shares issued pursuant to a Benefit and withhold from the proceeds, or by having the participant repay Abbott for taxes paid on the participant's behalf.

Except as provided by the Committee, Benefits granted under the Plan will be exercisable only by the holder during the holder's lifetime; provided, however, that such Benefits will be transferable by will or by the laws of descent and distribution.

The Plan may be amended from time to time or terminated by the Board of Directors. In the absence of shareholder approval, however, no such amendment may increase the aggregate number of shares available for Benefits, extend the term of the Plan, or change or add a category or categories of individuals who are eligible to participate in the Plan. In addition, without the written consent of the holder, no amendment or termination of the Plan may materially and adversely modify the holder's rights under the terms and conditions of an outstanding Benefit, except that the Plan may be amended for purposes of granting Benefits to employees in foreign jurisdictions (as described above under "Foreign Benefits") or as needed to comply with any tax or regulatory requirement, as determined by the Board of Directors or the Committee. Without limiting the foregoing, the Plan provides that the Plan or any Benefit may be amended without the consent of the holder to comply with or qualify for exemption from Code Section 409A and, to the extent permitted by Section 409A, the maximum term of a stock option or stock appreciation right may be extended as necessary to allow for exercise of such award following a period during which exercise was prohibited by applicable law.

Future awards of Benefits under the Plan will be determined by the Committee and may vary from year to year and from participant to participant. Future awards under the Plan are generally not determinable at this time because the awards are discretionary and/or depend on the value of Abbott's common shares at the time that grants are determined. In addition, as discussed above, under the Plan, each non-employee director who is elected to the Board of Directors at the annual shareholder meeting receives an award of a number of restricted stock units covering the number of common shares having a fair market value on the date of the grant not exceeding $250,000. In 2016, this was 3,799 restricted stock units. The Plan also permits each non-employee director to elect to receive any or all of his or her directors' fees earned under Abbott's Non-Employee Directors' Fee Plan in the form of nonqualified stock options. In 2016, if this election had been made, then the following options would have been received: Audit Committee Chairman, options covering 15,062 shares; Compensation Committee Chairman, options covering 14,522 shares; Public Policy Committee Chairman, options covering 14,184 shares; other committee chairs, options covering 14,184 shares; other audit committee members, options covering 13,373 shares; the lead director, options covering 15,197 shares; and other non-employee directors, options covering 12,765 shares.

The following discussion is a brief summary of the principal United States federal income tax consequences of the Plan for a participant who is a U.S. tax resident under the provisions of the Code currently in effect. The Internal Revenue Code and its regulations are subject to change. This summary is not intended to be exhaustive and does not describe, among other things, state, local or foreign income and other tax consequences. The specific tax consequences to a participant will depend upon that participant's individual circumstances.

Under existing law and regulations, the grant of nonqualified stock options and stock appreciation rights will not result in income taxable to the employee or director or provide a deduction to Abbott. However, the exercise of a nonqualified stock option or stock appreciation right results in taxable income to the holder, and Abbott may be entitled to a corresponding tax deduction, subject to the limits of Code Section 162(m). At the time of the exercise of a nonqualified stock option, the participant will be taxed at ordinary income tax rates on the excess of the fair market value of the shares purchased over the option's exercise price. At the time of the exercise of a stock appreciation right, the participant will be taxed at ordinary income tax rates on the amount of the cash, or the fair market value of the shares, received by the employee upon exercise.

A participant in the Plan who is granted a restricted stock award will not be taxed upon the acquisition of such shares so long as the interest in such shares is subject to a "substantial risk of forfeiture" within the meaning of Code Section 83. Upon lapse or release of the restrictions, the recipient will be taxed at ordinary income tax rates on an amount equal to the then current fair market value of the shares. Any such awards that are not subject to a substantial risk of forfeiture will be taxed at the time of grant. Abbott may be entitled to a corresponding tax deduction when the value of the award is included in the recipient's taxable income, subject to the limits of Code Section 162(m). The basis of restricted shares held after lapse or termination of restrictions will be equal to their fair market value on the date of lapse or termination of restrictions, and upon subsequent disposition any further gain or loss will be a long-term or short-term capital gain or loss, depending upon the length of time the shares are held. A recipient of a restricted stock award may elect to be taxed at ordinary income tax rates on the full fair market value of the restricted shares at the time of grant. If this election is made, the basis of the shares acquired will be equal to the fair market value at the time of grant, no tax will be payable upon the subsequent lapse or release of the restrictions, and any gain or loss upon disposition will be a capital gain or loss.

An employee or non-employee director who is granted a restricted stock unit will not be taxed upon the grant of the award. Upon receipt of payment of cash or common shares pursuant to a restricted stock unit, the employee or non-employee director will realize ordinary income in an amount equal to any cash received and the fair market value of any common shares received. Subject to the limits of Code Section 162(m), Abbott may be entitled to an income tax deduction equal to the amount of ordinary income recognized by the employee or non-employee director.

A recipient of a performance award will generally realize ordinary income at the time common shares are transferred or cash is paid to the grantee with respect to such award. Abbott may be entitled to a corresponding tax deduction equal to the ordinary income recognized by the participant, subject to the limits of Code Section 162(m).

Stock options and stock appreciation rights will satisfy the Section 162(m) "performance-based compensation" exception if the awards are made by a qualifying compensation committee, the underlying program sets the maximum number of shares that can be granted to any person within a specified period, and the compensation is based solely on an increase in the stock price after the grant date (~~i.e.~~, the option exercise price is equal to or greater than the fair market value of the stock subject to the award on the grant date). Performance or incentive awards, such as performance-based restricted stock, restricted stock units, and other share-based awards granted under the Plan may qualify as "qualified performance-based" compensation for purposes of Code Section 162(m), if such awards meet Code requirements.

Section 409A of the Code imposes certain requirements on nonqualified deferred compensation arrangements. These include requirements on an individual's election to defer compensation and the individual's selection of the timing and form of distribution of the deferred compensation. Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (such as the individual's separation from service, a predetermined date, or the individual's death). Section 409A imposes restrictions on an individual's ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are officers, Section 409A requires that such individual's distribution commence no earlier than six months after such officer's separation from service. Certain awards under the Plan may be designed to be subject to the requirements of Section 409A in form and in operation. For example, restricted stock units that provide for a settlement date following the vesting date may be subject to Section 409A. If an award under the Plan is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with the requirements of Section 409A, Section 409A imposes an additional 20 percent federal penalty tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

~~The Board of Directors recommends a vote FOR the approval of the Abbott Laboratories 2017 Incentive Stock Program.~~

~~APPROVAL OF THE ABBOTT LABORATORIES 2017 EMPLOYEE STOCK PURCHASE PLAN FOR NON-U.S. EMPLOYEES (ITEM 6 ON PROXY CARD)~~

The Board of Directors has adopted, subject to shareholder approval, the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees (the "ESPP"). The ESPP is an amendment and restatement of the Abbott Laboratories 2009 Employee Stock Purchase Plan for Non-U.S. Employees (the "2009 ESPP"), under which an aggregate of fifteen million Abbott common shares have been reserved for issuance, including the shares authorized but not yet issued under the 2009 ESPP, and with a term extending through July 31, 2027. A copy of the ESPP is attached to this proxy statement as Exhibit C.

~~The Board of Directors recommends a vote FOR the approval of the ESPP.~~

The ESPP is a broad-based plan offering eligible employees the opportunity to acquire a stock ownership interest in Abbott, through periodic contributions applied towards the purchase of Abbott common shares at a discount from the then-current market price. Currently, the ESPP is offered in 67 countries. 100% of shares are issued to employees other than executive officers. The purpose of the Plan is to provide an opportunity for non-U.S. employees of certain Abbott subsidiaries to share in Abbott's growth.

~~This summary of the principal features of the ESPP is qualified in its entirety by reference to the ESPP, which is attached to this proxy statement as Exhibit C.~~

The ESPP provides that either the Compensation Committee or any other committee as the Board of Directors may designate from time to time (the "Administrator") will administer the ESPP. To the extent permitted under applicable law, the Administrator may delegate its authority and responsibilities under the ESPP to one or more Abbott officers at any time in its sole discretion.

The Administrator and, to the extent permitted under applicable law, its delegate(s), have full power and authority to promulgate any rules and regulations deemed necessary for the proper administration of the ESPP, to interpret the provisions and supervise the administration of the ESPP, to reconcile any inconsistency, correct any default and supply any omission in the terms of the ESPP and any instrument or agreement relating to the ESPP, to make factual determinations relevant to ESPP entitlements and to take all action in connection with administration of the ESPP as deemed necessary or advisable. Decisions of each of the Administrator and, where applicable, its delegate(s) will be final and binding upon all eligible employees who elect to participate in the ESPP. Abbott will pay all reasonable expenses incurred in the administration of the ESPP.

The Administrator may amend or vary the terms of the ESPP (other than the ten-year term), including through the adoption of one or more sub-plans, to: (i) conform such terms with the requirements of each jurisdiction where an Employer (as defined below) is located, (ii) take into account or mitigate or reduce the burden of taxation and social security contributions for participants and/or the Employer, or (iii) meet the goals and objectives of the ESPP.

Any individual who is an employee, as defined under the ESPP, of a participating Abbott subsidiary (each an "Employer"), is eligible to participate in the ESPP. However, the Administrator or, to the extent permitted by applicable law, an Employer, may prospectively condition participation by its employees upon a period of service with such Employer. Abbott's officers and directors are not eligible to participate in the ESPP. A participant's employment with an Employer will be deemed to be terminated on the day such entity ceases to be an Abbott subsidiary.

Eligible employees may join a purchase cycle prior to the start of that purchase cycle. The first purchase cycle under the ESPP will commence on August 1, 2017 and end on January 31, 2018. As of December 31, 2016, Abbott estimates that approximately 60,000 employees are eligible to participate in the ESPP.

An aggregate of fifteen million Abbott common shares have been reserved for issuance under the ESPP, which includes the number of shares authorized but not yet issued under the 2009 ESPP, subject to adjustment as described below under "Adjustments." To the extent permitted under applicable stock exchange rules, shares may be purchased pursuant to a formula under certain sub-plans without regard to this limit.

The shares may be authorized but unissued shares, treasury shares, shares purchased on the open market, or a combination of each, as determined from time to time by the Board of Directors. If any purchase right granted under the ESPP expires or terminates for any reason without having been exercised in full, the unpurchased shares subject to that purchase right will become available under the ESPP.

If on any purchase date the number of shares otherwise purchasable by participants is greater than the number of shares then remaining available under the ESPP, the Administrator will allocate the available shares among the participants in such manner as it deems appropriate in its sole discretion.

Abbott common shares will be offered under the ESPP through a series of purchase cycles. Unless otherwise determined by the Administrator, including with respect to a particular jurisdiction, subsidiary, or sub-plan, each purchase cycle will be six consecutive calendar months and subsequent purchase cycles will run consecutively after each preceding purchase cycle. Purchases will occur on the last business day of each purchase cycle. Except where prohibited by applicable law, the Administrator will have the power to make any changes without approval of the Board of Directors, and without regard to the expectations of any participants; provided, however, that Abbott and/or the Employer must notify participants of any such change at least 30 days before such change becomes effective.

The purchase price of the Abbott common shares acquired on each purchase date will be 85% of the lesser of (i) the closing selling price per share of Abbott common shares on the date such purchase cycle begins and (ii) the closing selling price per share of Abbott common shares on the last business day of such purchase cycle.

The closing selling price of Abbott common shares on any relevant date under the ESPP will be deemed to be equal to the closing selling price per share on such date as reported in the New York Stock Exchange Composite Transactions, or if no sale has been reported in the New York Stock Exchange Composite Transactions on that date, the closing price reported in the New York Stock Exchange Composite Transactions on the last preceding date on which there was a sale. On February 16, 2017, the closing selling price per common share determined on such basis was $44.20 per share.

Each participant may authorize periodic payroll deductions in any multiple of 1% to 10% (or such other maximum percentage that may be specified by the Administrator), in whole percentages only, of his or her eligible compensation. Where payroll deductions are prohibited under local law, an Employer may permit its participants to contribute to the ESPP by an alternative method of contribution, including personal checks or direct debits from personal bank accounts. Under procedures established by his or her Employer, a participant's authorization and enrollment form will continue in effect from one purchase cycle to the next, unless the participant suspends his or her payroll deductions or contributions or discontinues his or her participation in the ESPP. Unless otherwise prohibited under local law or unless alternative procedures are established by the Administrator in its sole discretion, each Employer will convert the payroll deductions or contributions of its participants paid in non-U.S. currency into U.S. dollars as soon as reasonably practicable following the applicable payroll deduction date. For purposes of the ESPP, eligible compensation means the basic rate of cash remuneration of any employee as it appears on the books and records of such employee's Employer.

Unless a participant has previously ceased participation in the ESPP during a purchase cycle, a participant's purchase right will be automatically exercised on each purchase date to purchase that number of full Abbott common shares that the balance credited to such participant's account will entitle him or her to purchase. Any cash remaining in a participant's account after the purchase of Abbott common shares may be applied towards a notional interest in a fractional common share. Upon distribution of a participant's account, any fractional interest will be paid in cash.

The ESPP imposes certain limitations upon a participant's right to acquire Abbott common shares, including that no participant may contribute more than the equivalent in local currency of $12,500 during any purchase cycle towards the purchase of Abbott common shares.

The participant may discontinue participation in the ESPP during a purchase cycle and his or her accumulated payroll deductions will be refunded without interest (unless otherwise required under local law) as soon as administratively practicable. A participant who discontinues participation during a purchase cycle will be ineligible to participate in the ESPP until he or she re-enrolls in the ESPP for a subsequent purchase cycle in accordance with the ESPP.

If a participant terminates employment with his or her Employer for any reason prior to the expiration of a purchase cycle, then the participant's participation in the ESPP will immediately terminate and the amount credited to the participant's account will be refunded as soon as reasonably practicable.

No participant will have any voting, dividend, or other shareholder rights with respect to Abbott common shares subject to any purchase right under the ESPP until the common shares have been purchased and delivered to the participant or into an account for the benefit of the participant as provided in the ESPP.

If after the grant of a purchase right, but prior to the purchase of Abbott common shares with respect to a particular purchase period, there is any increase or decrease in the number of outstanding Abbott common shares because of a stock split, stock dividend, combination or recapitalization, the Administrator in its sole discretion will make any substitution or adjustment as it deems appropriate with respect to: the maximum number and kind of Abbott common shares that may be issued under the ESPP, the purchase price per share of Abbott common shares, and any other limitations provided under the ESPP.

In the event Abbott effects one or more reorganizations, recapitalizations, spin-offs, split-ups, rights offerings or reductions of its outstanding common shares, the Administrator in its sole discretion may make any substitution or adjustment as it deems appropriate with respect to: the maximum number of Abbott common shares available under the ESPP, the purchase price per share of Abbott common shares covered by each outstanding purchase right, and any other limitations provided under the ESPP.

~~No purchase rights will be assignable or transferable by the participant. Any attempted assignment, transfer, pledge or other disposition will be null and void and without effect.~~

In the event of the proposed liquidation or dissolution of Abbott, the purchase cycle then in progress will terminate immediately prior to the consummation of such proposed liquidation or dissolution, unless otherwise provided by the Administrator in its sole discretion, and all outstanding purchase rights will automatically terminate and the amounts of all payroll deductions will be refunded without interest (unless otherwise required under local law) to the participants as soon as reasonably practicable.

In the event of a proposed sale of all or substantially all of the assets of Abbott, or the merger or consolidation of Abbott with or into another entity, then in the sole discretion of the Administrator, (i) each purchase right will be assumed, or an equivalent purchase right will be substituted, by the successor corporation or parent or subsidiary of such successor corporation, or (ii) a new purchase date will be established by the Administrator on or before the date of the consummation of such merger, consolidation or sale, and all outstanding purchase rights will be automatically exercised on such new date.

If the shareholders approve the 2017 ESPP, then it will be effective on August 1, 2017 and terminate on July 31, 2027, unless terminated earlier by the Board of Directors in its sole discretion. If shareholders do not approve the 2017 ESPP, then the requested increase in common shares and the extension of the ESPP's term will not become effective.

The Board of Directors may at any time amend the ESPP without shareholder approval; however, shareholder approval must be obtained if required by any applicable laws, stock exchange rules or regulations.

The Board may terminate or suspend the ESPP at any time in its sole discretion, including shortening and establishing a new purchase date for a purchase cycle in connection with a spin-off or other similar corporate event. The termination, suspension or amendment of the ESPP will not alter rights or obligations under any purchase right previously granted under the ESPP in any material adverse way without the consent of the affected participants, except as may be necessary or advisable to qualify for or comply with a tax or regulatory requirement.

Abbott does not offer the ESPP to employees in the United States, so the issuance and exercise of purchase rights under the ESPP should generally not have any federal income tax consequences for Abbott or ESPP participants. However, depending on the tax rules of the foreign jurisdictions in which ESPP participants reside, there may be ordinary income to the participants at the time of their purchase of common shares under the ESPP. If the participant recognizes ordinary income in connection with his or her purchase of common shares under the ESPP, then the Employer may be entitled to a deduction in the same amount at the time such ordinary income is recognized.

In the event that Abbott or an Employer is required to withhold any applicable taxes with regard to any compensation or other income realized by a participant under the ESPP, then Abbott or such Employer may deduct from any benefits of any kind otherwise due to a participant, including without limitation the proceeds of any sale of Abbott common shares for the account of the participant, the aggregate amount of such applicable taxes required to be withheld or, if such payments are insufficient to satisfy such applicable taxes, the participant will be required to pay to Abbott or such Employer, or make other arrangement satisfactory to Abbott or such Employer regarding payment to Abbott or such Employer of, the aggregate amount of any such taxes.

~~The ESPP is not intended to qualify under Section 423 of the Internal Revenue Code.~~

The foregoing is only a general summary of the effect of income taxation with respect to the purchase of shares under the ESPP and does not discuss U.S. federal income tax laws or the income tax laws of any municipality, state or foreign country.

The benefits to be received by those Abbott employees who are eligible to participate in the amended ESPP are not determinable, since the amounts of future purchases by participants are based on elective participant contributions and also depend on the value of Abbott's common shares. No purchase rights have been granted, and no common shares have been issued, with respect to the share increase for which shareholder approval is sought under this Proposal.

The table below sets forth the number of common shares purchased by participating employees since the inception of the 2009 ESPP through December 31, 2016. Executive officers and non-employee directors of the Company (including nominees for election as director) and associates of such individuals, were not eligible to participate in the 2009 ESPP. No participating employee has purchased five percent or more of the total amount of common shares purchased under the 2009 ESPP.

~~The Board of Directors recommends a vote "FOR" the approval of the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees~~

~~The following table presents information as of December 31, 2016, regarding our compensation plans under which Abbott common shares have been authorized for issuance.~~

If shareholders approve the Abbott Laboratories 2017 Stock Incentive Program and Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees (an amendment and restatement of the 2009 Employee Stock Purchase Plan for Non-U.S. Employees), then upon their becoming effective no further options or awards will be granted from any of the plans described in this "Equity Compensation Plan Information" section.

~~One~~Four shareholder ~~proposal has~~proposals have been received and will be voted upon at the annual meeting only if properly presented by or on behalf of the proponent. Abbott is advised that the ~~proposal~~proposals will be presented for action at the Annual Meeting. The proposed ~~resolution~~resolutions and the ~~statement~~statements made in support thereof, as well as the Board of Directors' ~~statement~~statements in opposition to ~~this proposal, is~~the proposals, are presented on the following pages.

The Board of Directors recommends that you vote AGAINST the ~~proposal.~~proposals.

Shareholder Proposal on ~~Independent Board Chairman~~Lobbying Disclosure
(Item 74 on Proxy Card)

The Unitarian Universalist Association, 24 Farnsworth Street, Boston, Massachusetts 02210-1409, has informed Abbott that it intends to present the following proposal at the Annual Meeting and that it owns 3,083 Abbott common shares.

PROPONENT'S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL

Whereas, we believe in full disclosure of Abbott Laboratories' ("Abbott") direct and indirect lobbying activities and expenditures to assess whether Abbott's lobbying is consistent with its expressed goals and in the best interests of stockholders.

Resolved, the stockholders of Abbott request the preparation of a report, updated annually, disclosing:

1.: Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
2.: Payments by Abbott used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
3.: Abbott's membership in and payments to any tax-exempt organization that writes and endorses model legislation.
4.: Description of management's decision-making process and the Board's oversight for making payments described in section 2 above.

For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. "Indirect lobbying" is lobbying engaged in by trade association or other organization of which Abbott is a member.

Both "direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state and federal levels.

The report shall be presented to the Public Policy Committee and posted on Abbott's website.

Supporting Statement

We encourage transparency in Abbott's use of funds to lobby. Abbott spent $32,730,000 from 2010 – 2018 on federal lobbying. This figure does not include lobbying expenditures to influence legislation in states, where Abbott also lobbies in 37 states¹ but disclosure is uneven or absent. For example, Abbott spent $822,611 on lobbying in California from 2010 – 2018. Abbott was one of the top three lobbying medical device companies for the previous five years,² and Abbott's lobbying on infant formula has attracted media scrutiny.³

Abbott sits on the board of the Chamber of Commerce, which has spent over $1.5 billion on lobbying since 1998, and also belongs to the Business Roundtable (BRT) and National Association of Manufacturers (NAM), which together spent over $68 million on lobbying for 2017 and 2018. Both the BRT and NAM are lobbying restrict the ability of shareholders to file resolutions. Abbott does not disclose its payments to trade associations or the amounts used for lobbying.

We are concerned that Abbott's lack of lobbying disclosure presents significant reputational risk when its lobbying contradicts company public positions. For example, Abbott believes in addressing climate change, yet the Chamber undermined the Paris climate accord. And Abbott supports good health, yet the Chamber has worked to block global antismoking laws. We believe the reputational damage stemming from this misalignment between general policy positions and actual direct and indirect lobbying efforts harms long-term value creation by Abbott. Thus, we urge Abbott to expand its lobbying disclosure.

¹: https://publicintegrity.org/federal-politics/state-politics/here-are-the-interests-lobbying-in-every-statehouse/
²: https://www.nbcnews.com/health/health-care/medical-device-makers-spend-millions-lobbying-loosen-regs-d-c-n940351
³: https://maplight.org/story/infant-formula-makers-sweetened-mothers-milk-of-politics-with-60-million-in-lobbying-funds/

Board of Directors' Statement in Opposition to the Shareholder Proposal on Lobbying Disclosure

(Item 4 on Proxy Card)

The Board of Directors recommends that you voteAGAINST the proposal.

In 2012, 2013, and 2014, a shareholder submitted this same proposal, which calls for various disclosures in an annual report in connection with Abbott's lobbying activities. Abbott was then and still is transparent about its lobbying activities, disclosing its policies and procedures, lobbying activity, and trade-association memberships on Abbott's website or through other public means. Preparing and maintaining the report the shareholder called for then would have added cost and effort but not increased shareholder value. Thus, each year, Abbott's shareholders overwhelmingly rejected this proposal. In fact, the last time this proposal was included in the annual meeting agenda, in 2014, only about 6% of Abbott's outstanding shares supported it.

Abbott has been no less transparent since 2014. Indeed, recently, Abbott's political disclosure and accountability policies and practices have been recognized as top tier among S&P 500 companies.¹ The Board believes Abbott's disclosures about its lobbying activities are transparent and informative, and responsive to the proposal. Consider the categories of disclosure called for by this proposal:

•: Policies and Procedures Governing Lobbying. The shareholder requests that Abbott prepare an annual report on its policies and procedures governing lobbying. Abbott already provides this information year-round on its website. Abbott also discloses the key principles that guide its participation in political and advocacy activities, the decisionmaking process, and Board oversight of those activities on its website and annually in Abbott's Global Sustainability Report.
•: Payments Used for Lobbying. The shareholder seeks an annual report on Abbott's lobbying payments. In compliance with the Lobbying Disclosure Act, Abbott files a quarterly report that discloses Abbott's total federal lobbying expenditures (paid directly and through trade associations), the name of any legislation or its subject that was the topic of communication, the individuals who lobbied on behalf of Abbott, and the legislative body or executive branch contacted. That report can be found on the U.S. Senate Office of Public Records website or the U.S. House of Representatives Office of the Clerk website. Similarly, any indirect contribution (e.g., payments for events honoring covered elected officials), is disclosed as part of mandatory filings available on the Senate's and House's website. Payments Abbott makes for outside lobbying services are disclosed by the outside firms as well, and are also available and searchable in the lobbying disclosure website of both the House of Representatives and the Senate. Regarding state activity, in states where Abbott has a registered lobbyist, reports are filed consistent with state law and are publicly available at the appropriate state agency or on the state's public website. Abbott does not currently make direct expenditures toward grassroots lobbying communications to the general public.
•: Decisionmaking and Oversight for Lobbying-Related Payments. The shareholder also seeks an annual report on Abbott's decisionmaking and oversight process for those payments. This information, too, is already available to Abbott's shareholders. As described on Abbott's website, its Government Affairs office is responsible for advocacy activities with Congress, the federal government, and at the state level. These activities are managed by the Vice President of U.S. Government Affairs who makes the decision regarding advocacy activities, in consultation with senior management of relevant business units. He then reports to senior management and annually to the Board's Public Policy Committee.
•: Tax-Exempt, Lobbying Organizations. Last, the shareholder seeks disclosure about Abbott's membership in organizations that may conduct lobbying activities. Abbott is a member of various U.S. trade organizations that engage in lobbying and other political activity to champion and protect Abbott, our industry, and the people who rely on our products to achieve good health. For years, Abbott's website has listed the trade organizations to which Abbott pays dues of $50,000 or more. And, every year, the Board's Public Policy Committee reviews a report of Abbott's major trade association memberships, the amount of dues, and the amount used for lobbying.

Abbott already discloses the information the shareholder seeks. Rehashing existing disclosures would needlessly waste corporate resources and would not be in the best interests of Abbott or its shareholders.

The Board of Directors recommends that you vote AGAINST the proposal.

¹: Center for Political Accountability and the Zicklin Center for Business Ethics Research at the Wharton School of the University, "The 2019 CPA-Zicklin Index of Corporate Political Disclosure and Accountability," pg. 41https://politicalaccountability.net/hifi/files/2019-CPA-Zicklin-Index-Report.pdf.

Shareholder Proposal on Non-GAAP Financial Performance Metrics Disclosure
(Item 5 on Proxy Card)

The Vermont Pension Investment Committee, 109 State Street, Montpelier, Vermont 05609-6200, has informed Abbott that it intends to present the following proposal at the Annual Meeting and that it owns 4,480 Abbott common shares.

PROPONENT'S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL

RESOLVED, that shareholders of Abbott Laboratories (the "Company") urge the Board of Directors (the "Board") to adopt a policy that when the Company adjusts or modifies any generally accepted accounting principles ("GAAP") financial performance metric for determining senior executive compensation, the Compensation Committee's Compensation Discussion and Analysis shall include a specific explanation of the Compensation Committee's rationale for each adjustment and a reconciliation of the adjusted metrics to GAAP.

SUPPORTING STATEMENT:

Our Company selects several metrics to assess senior executive performance for purposes of determining incentive compensation. On page 33 of the 2019 Proxy Statement, the Company detailed the metrics used for the annual incentive plan that are intended align the incentives of executives with shareholders: Sales; diluted EPS; Return on Assets; and Operating Cash Flow. However, three-fourths of these metrics used an adjusted version of GAAP metrics.

The Company's 2018 diluted EPS calculated under GAAP yielded a result of $1.31, as reported on page 22 of the Company's 2019 Form 10-K. However, the 2019 Proxy Statement presents an adjusted diluted EPS metric that yielded a result of $2.88. The target goal was $2.85 and since theadjusted result exceeded the goal, the CEO received an above target payout.

Similarly, on the Sales metric, the GAAP calculation yielded a result of $30.6 billion according to page 22 of 2019 Form 10-K. However, the 2019 Proxy Statement presents an Adjusted Sales result of $31.2 billion. The target goal for this metric was $30.97 billion and since theadjusted result exceeded the goal, the chief executive received above target payout.

These two metrics account for 50% of the Company's weighting for the annual incentive plan that provided the CEO with an award of $4,779,688 in 2018. We are concerned that the use of GAAP-adjusted metrics may inflate senior executive compensation by overstating the Company's financial performance as measured by GAAP. In our view, the Compensation Committee should provide a specific explanation for why these adjustments were made.

We believe that the Company's explanation on page 33 of 2019 Proxy Statement for using GAAP-adjusted metrics for executive pay was vague and unsatisfactory. The Company stated that "Officer financial goals are based on adjusted measures that the Committee believes more accurately reflect the results of our ongoing operations and are determined based on the expected market growth of the businesses and markets in which we compete."

Many investors believe that companies should do a better job disclosing the purpose of using adjusted-GAAP metrics for executive compensation. For example, the Council of Institutional Investors has petitioned the SEC to address this lack of transparency. The petition seeks "...a requirement for clear explanations and GAAP reconciliations that would permit a shareholder to understand the company's approach and factor that into its say-on-pay vote and/or buy/sell decision" (https://www.sec.gov/rules/petitions/2019/petn4-745.pdf).

For these reasons, we urge a vote FOR this resolution.

Board of Directors' Statement in Opposition to the Shareholder Proposal on
Non-GAAP Financial Performance Metrics Disclosure

(Item 5 on Proxy Card)

The Board of Directors recommends that you voteAGAINST the proposal.

Abbott's executive compensation program is designed to evaluate and reward management performance. Abbott's compensation program is intended to focus executives on actions that create value today while building for sustainable future success. To that end, the program has both a long- and short-term component. The long-term component includes an award of stock options and performance restricted shares tied to several metrics designed to capture more durable results: 3-year performance relative to sales, margin, and strategic contribution; total shareholder return; and return on equity. The short-term component is an annual payout based on metrics designed to capture performance for that year: sales, diluted earnings per share (EPS), return on assets, and free cash flow. As explained in this and prior proxy statements, in setting targets and evaluating short-term performance, the Compensation Committee excludes categories of gains or losses that would distort the picture of management's performance. That is, the Committee excludes both positive and negative unusual or unpredictable events and circumstances, as well as those largely not within management's control (e.g., the impact of foreign exchange rate changes on sales, U.S. tax reform). These exclusions result in some short-term performance metrics being non-GAAP financial metrics. This approach is consistent with what Abbott uses when announcing its quarterly financial results as well as what is used by other publicly traded companies. Non-GAAP measures are used to assist investors in understanding the companies' underlying performance.

Abbott is and has been transparent about the way in which it sets its targets and measures executives' short-term performance. The use of non-GAAP financial metrics when evaluating performance is consistent with the way many S&P 500 companies' report on management's performance for purposes of determining compensation. Non-GAAP financial metrics are intended to eliminate "noise" that would distort an annual or short-term picture, ultimately providingmore transparency into core performance for each year. Every quarter when Abbott releases its earnings, Abbott provides investors with what Abbott believes more accurately captures performance for that quarter—e.g., adjusted sales and adjusted diluted EPS—alongside with a reconciliation to the corresponding GAAP financial metrics. Thus, contrary to the proponent's claim, investors are already aware of the manner in which adjusted EPS relates to GAAP EPS. Inclusion of additional reconciliations in the proxy statement is unnecessary.

Moreover, Abbott's proxy disclosure around executive compensation is robust. Each year, Abbott specifically describes its executive compensation program in detail—including the short-term and long-term components. And the proxy statement (pg. 36) describes why the Compensation Committee has chosen to use adjusted metrics rather than GAAP metrics as part of Abbott's compensation philosophy. Abbott is likewise transparent with adjustments to any metrics and the reasons for those adjustments when assessing performance. Preparing a reconciliation that neither increases shareholder value nor adds to shareholder understanding wastes corporate time and resources. In particular, for some officers, creating a reconciliation for adjusted divisional metrics would require significant time and effort while potentially compromising sensitive information regarding Abbott's operations, strategies, or initiatives.

Abbott's shareholders overwhelmingly approve of Abbott's compensation structure, including the way in which performance targets are set and measured. In past years, Abbott enhanced its disclosures around management compensation to address specific shareholder feedback. We consistently engage with shareholders representing approximately 65% of Abbott's outstanding shares. Feedback received in those discussions, some of which included the Chair of the Compensation Committee, indicated that overall, shareholders viewed Abbott's compensation program favorably. In fact, last year, approximately 94% of Abbott's shares voted were in favor of Abbott's executive compensation program.

The Board of Directors recommends that you vote AGAINST the proposal.

Shareholder Proposal on Shareholder Voting on By-law Amendments
(Item 6 on Proxy Card)

Mr. Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, New York 11021, has informed Abbott that he intends to present the following proposal at the Annual Meeting and that he owns no ~~fewer~~less than 500 Abbott common shares.

PROPONENT'S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL

Proposal 6—Let Shareholders Vote on Bylaw Amendments

Shareholders request that the Board of Directors amend the bylaws to require that any amendment to bylaws that is approved by the board shall be subject to a non-binding shareholder vote as soon as practical unless such amendment is already subject to a binding shareholder vote.

It is important that bylaw amendments take into consideration the impact that such amendments can have on limiting the rights of shareholders and/or on reducing the accountability of directors and managers. For example, Directors could adopt a narrowly crafted exclusive forum bylaw to suit the unique circumstances facing our directors.

A proxy advisor recently adopted a policy to vote against directors who unilaterally adopt bylaw provisions or amendments to the articles of incorporation that materially diminish shareholder rights.

Our directors could be neutral on this proposal to obtain feedback from shareholders without interference. If our directors are opposed to this form of shareholder engagement then it would be useful for our directors to give recent examples of companies whose directors took the initiative and adopted bylaws that primarily benefitted shareholders. A shareholder vote is the best form of shareholder engagement because every shareholder has an opportunity to be heard.

Please vote yes:
Let Shareholders Vote on Bylaw Amendments—Proposal 6

76

Board of Directors' Statement in Opposition to the Shareholder Proposal on
Shareholder Voting on By-law Amendments
~~Shareholder Proposal~~(Item 6 on ~~Independent Board Chairman~~Proxy Card)
~~Shareholders request our~~The Board of Directors ~~to adopt as policy,~~recommends that you voteAGAINST the proposal.
Abbott's governance structure ensures efficient use of corporate time and ~~amend our~~resources. Abbott's governing documents empower its Board with the ability to amend Abbott's By-Laws. Nearlyall large publicly traded companies empower their boards in this way for good reason. By-laws typically govern the company's operating rules for more administrative actions—e.g., the time and place for Abbott's Annual Meeting, the number and tenure of Board members, as ~~necessary,~~just a few examples. Indeed, the last few times the Board did amend Abbott's By-Laws, it did so for purposes of board refreshment. Other key matters, such as a merger or amending Abbott's Articles of Incorporation, are reserved for shareholder vote. Developing, filing, and mailing proxy materials and devoting management and Board time to arrange shareholder vote—even the non-binding, advisory vote the proposal calls for here—on every By-Law amendment is an ineffective use of time and resources.
Abbott's governance structure and shareholder engagement already enable shareholders to voice their view on any amendment to Abbott's By-Laws. If Abbott shareholders are displeased withany change to the Company's By-Laws, then shareholders can undo that change by repealing that By-Law or adopting one of their own. And shareholders can hold the Board accountable through the annual director-election process. Indeed, the last few times the Board amended Abbott's By-Laws to add new directors, shareholders voted on those very directors at the subsequent Annual Meeting. As the proponent has done here, shareholders can also file an annual shareholder proposal to recommend governance changes to the Board and obtain the view of fellow shareholders.
Additionally, throughout the year, Abbott management, Abbott's Lead Independent Director, and other members of Abbott's Board are available to hear from Abbott's major shareholders on their concerns. As mentioned earlier in this proxy, Abbott routinely seeks investor input on corporate governance and other matters and this year engaged with shareholders representing 65% of Abbott's outstanding shares.
Ultimately, the shareholder's generic proposal provides no benefit to Abbott's shareholders and, if implemented, would create unnecessary administrative waste and expense. This proposal fails to identify any problem with Abbott's governance or shareholder engagement, apart from imagining a future scenario in which Abbott's Board might amend a By-Law that might operate in some unspecified manner to the detriment of a shareholder who chooses to sue the company. This hypothetical is offset by the very real time and cost this proposal would impose on Abbott and its shareholders if implemented. The proposal would require a non-binding vote on any By-Law amendment "as soon as practical," which could entail organizing and soliciting proxies for aspecial meeting for anadvisory vote. A shareholder meeting for a non-binding vote any time a By-Law is amended transforms the ~~Chair of the~~otherwise nimble By-Law-amendment process into an expensive, time-consuming affair.
The Board of Directors whenever possible, to be an independent member of the Board. The Board would have the discretion to phase in this policy for the next CEO transition, implemented so it does not violate any existing agreement. If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chair. This proposal requests that all the necessary steps be taken to accomplish the above.
It will be interesting to see if this proposal receives higher support at Abbott Laboratories in 2017 compared to 2015. The price of Abbott Laboratories stock has been dead money for the 2-years leading up to the submission of this proposal.
Caterpillar opposed a shareholder proposal for an independent board chairman at its June 2016 annual meeting and then reversed itself by naming an independent board chairman in October 2016. Wells Fargo also reversed itself and named an independent board chairman in October 2016.
According to the Institutional Shareholder Services 53% of the Standard & Poors 1,500 firms separate these 2 positions—"2015 Board Practices," April 12, 2015. This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%-support at Netflix.
It is the responsibility of the Board of Directors to protect shareholders' long-term interests by providing independent oversight of management. By setting agendas, priorities and procedures, the Chairman is critical in shaping the work of the Board.
A board of directors is less likely to provide rigorous independent oversight of management if the Chairman is also the CEO, as is the case with our Company. Having a board chairman who is independent of management is a practice that will promote greater management accountability to shareholders and lead to a more objective evaluation of management.
According to the Millstein Center for Corporate Governance and Performance (Yale School of Management), "The independent chair curbs conflicts of interest, promotes oversight of risk, manages the relationship between the board and CEO, serves as a conduit for regular communication with shareowners, and is a logical next step in the development of an independent board."
A number of institutional investors said that a strong, objective board leader can best provide the necessary oversight of management. Thus, the California Public Employees' Retirement System's Global Principles of Accountable Corporate Governance recommends that ~~a company's board should be chaired by an independent director, as does~~you vote AGAINST the ~~Council of Institutional Investors. An independent director serving as chairman can help ensure the functioning of an effective board.~~
~~Please vote to enhance shareholder value:~~
~~Independent Board Chairman—Item 7~~proposal.

~~Abbott Laboratories      81~~ 77

~~Table of Contents~~
Shareholder Proposal on Simple Majority Vote
(Item 7 on Proxy Card)
John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, has informed Abbott that he intends to present the following proposal at the Annual Meeting and that he owns no fewer than 50 Abbott common shares.
PROPONENT'S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL

Proposal 7—Simple Majority Vote
RESOLVED, Shareholders request that our board take each step necessary so that each provision in the governing documents of the company requiring a two-thirds vote of outstanding shares under Illinois Business Corporation Act is replaced by a majority vote of outstanding shares. This proposal shall apply only to the two-thirds vote provisions under Illinois Business Corporation Act that can be replaced by a majority vote of outstanding shares.
Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.
This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGaw-Hill and Macy's. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. The proponents of these proposals included Ray T. Chevedden and William Steiner. This proposal topic also received overwhelming 99%-support at the 2019 Fortive annual meeting.
Currently a 1%-minority can frustrate the will of our 66%-shareholder majority in an election with 67% of shares casting ballots. In other words a 1%-minority could have the power to prevent shareholders from improving the governance of our company. This can be particularly important during periods of management underperformance and/or an economic downturn. Currently the role of shareholders is downsized because management can simply say out-to-lunch in response to an overwhelming 66%-vote of shareholders.
Please vote yes:
Simple Majority Vote—Proposal 7

78

Board of Directors' Statement in Opposition to the Shareholder Proposal on ~~Independent Board Chairman~~
Simple Majority Vote
(Item 7 on Proxy Card)
The Board of Directors recommends that ~~shareholders~~you voteAGAINST ~~this~~the proposal.
~~First, as evidenced by~~The shareholder proposal is not designed to address any issue specific to Abbott, nor does it identify any concrete benefit that Abbott's shareholders could derive if the ~~results of the last six votes on~~Board were to implement it. Rather, this proponent has recycled this proposal from company to company over the years, changing only the company name. Abbott's ~~shareholders support Abbott's current leadership structure.~~Restated Articles of Incorporation and its By-Laws do not even contain any supermajority voting provisions to be "replaced."
Supermajority voting is imposed by default under the Illinois Business Corporation Act of 1983 to a narrow set of key matters (e.g., ~~Since 2005,~~a merger, a sale of substantially all of Abbott's ~~shareholders have voted on this proposal six times. In each case,~~assets, a voluntary dissolution, and amendment to Abbott's ~~shareholders have soundly rejected it—with more than 70%~~Articles of ~~shares on average voting against the change. And contrary to the proposal's suggestion, there is no groundswell of support~~Incorporation). Although these matters were never included in the United States for an independent Board Chairman. In fact, during the 2016 proxy season, 47 shareholder proposals calling for independent board chairs reached a vote at Russell 3000 companies—and not a single one passed.
~~Second,~~Abbott's governing documents, the Board believes ~~that~~this limited set of matters should depend on a broad consensus of Abbott's shareholders, and thus, a supermajority vote in these few settings is appropriate. All other matters put to shareholders, including ratification of compensation programs, are decided through a simple majority vote.
In the ~~current CEO is best suited~~limited set of matters where supermajority voting does apply, it properly balances the need to ~~serve as Chairman.~~    Currently, Mr. White serves as both Chief Executive Officer and Chairman of the Board. As CEO, Mr. White executes Abbott's business strategies and oversees daily operations. And as Chairman, Mr. White actsafford Abbott shareholders a voice in corporate matters while protecting Abbott shareholders as a ~~bridge between the Board~~whole. Abbott's Board—whose directors are elected annually by a simple majority vote and ~~the business~~12 out of Abbott. During Mr. White's tenure as both Chairman and CEO, Abbott has executed numerous strategic actions that delivered shareholder value and positioned Abbott for long-term sustainable growth. For example, for medical devices, through acquiring Guidant in 2006 and St. Jude Medical in 2017, Abbott now competes in nearly every area14 of the cardiovascular device market and holds #1 or #2 positions in coronary stents, cardiac rhythm management, atrial fibrillation, and heart failure. And for established pharmaceuticals, by acquiring numerous companies such as Solvay (2010), Piramal (2010), CFR Pharmaceuticals (2014), and Veropharm (2014), and creating Abbott's Established Pharmaceuticals division in 2010, Abbott now has a critical presence in key emerging markets, in some cases, propelling Abbott into leading positions. Indeed, to focus Abbott's long-term growth, Abbott created two new companies, Hospira (2004) and AbbVie (2013). Not only has Abbott enhanced its portfolio of businesses during Mr. White's tenure as CEO and Chairman, but also, as explained below, Abbott has strengthened its governance profile.
~~Third, Abbott's governance system is already carefully balanced to ensure coherent leadership and meaningful oversight.~~    The shareholder's proposal neither identifies any concerns specific to Abbott necessitating a change in its corporate governance nor explains how the proposal will promote effective oversight or further the interests of Abbott shareholders. Indeed, and contrary to the suggestion in the shareholder's proposal, there is no consensus that separating the roles of Chairman and CEO would improve shareholder value. According to the National Association of Corporate Directors, "no research support[s] the argument that the separation of roles alone creates more effective governance."⁽¹⁾ ~~And other recent studies likewise find "no statistical relationship between the independence status of the chairman and operating performance."~~⁽²⁾
~~In fact, the proposal overlooks Abbott's existing checks and balances that make an~~whom are independent ~~Board Chairman redundant.~~
•
For one, since 2005, Abbott's Board has had an independent Lead Director with the powers to review and approve the Board agenda, communicate with major shareholders, and call and, in some cases, preside over Board meetings. An independent Lead Director with the powers possessed by Abbott's Lead Director is by itself an acceptable way to achieve independent board leadership.

•
~~Additionally, not just most of Abbott's board is independent, but~~~~every~~ ~~Board member (other than the Chairman) is independent per criteria specified by~~under the New York Stock ~~Exchange. And it is this full Board of independent directors that evaluates the CEO's performance every year and regularly reviews leadership structure.~~

•
Moreover, the Board's principal committees—the Audit, Compensation, Nominations and Governance, and Public Policy Committees—consist of independent directors exclusively. These committees oversee key matters, including the integrity of Abbott's financial statements, executive compensation, the nomination of directors, and the evaluation of the Board and key committees.
⁽¹⁾
~~National Association of Corporate Directors, "Report of the NACD Blue Ribbon Commission on Board Leadership" (2012).~~

⁽²⁾
~~David F. Larcker & Brian Tayan, "Seven Myths of Boards of Directors," Stanford Closer Look Series, at p. 1 (Sept. 30, 2015),~~~~https://www.gsb.stanford.edu/sites/gsb/files/publication-pdf/cgri-closer-look-51-seven-myths-board-directors.pdf.~~

~~82      Abbott Laboratories~~

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•
~~Indeed, the Board~~ Exchange listing standards—has repeatedly demonstrated its independence from and oversight of management. In the last few years, the Board has strengthened its recoupment policy, increased targets for vesting of performance shares for the last two years, adopted a share-retention policy, and increased share-ownership guidelines for executives and directors.

•
~~Last, both the Board and its committees can access any unbiased Abbott information they wish. They have unrestrained access~~fiduciary duties to ~~management and can retain independent advisors as they deem appropriate.~~
~~Fourth, the shareholder's proposal unnecessarily limits the Board's flexibility to select the best person to serve as Chairman.~~    ~~It is ultimately part of the Board's fiduciary duty to decide what leadership structure is~~act in the best interests of all shareholders as a whole. But a group of activist shareholders has no such fiduciary duties and may act in their own short-term self-interests. The statutory supermajority voting standards are critical to safeguarding the long-term interests of Abbott and its shareholders.
The Illinois legislature recognized that requiring supermajority voting for a narrow set of extraordinary matters ensures that small shareholders have a voice in decisions that fundamentally affect their investment. Abbott's Board believes ~~that to carry out this fiduciary obligation,~~ the Board should be allowed to exercise its judgment, assess Abbott-specific circumstances, and nimbly adopt action in response. In fact, the Board is uniquely qualified to evaluate Abbott's leadership structure from time to time based upon its extensive experience with and knowledge of Abbott's strategy, operations, management structure, and culture. But the shareholder's mechanical, one-size-fits-all proposal immoderately limits the Board's ability to do so. Under the shareholder's proposal, regardless the Board's assessment, the quality of Abbott's CEO, or the action most called for by the situation, Abbott's CEO may~~never~~ ~~serve as Chairman. The Board believes, however, that Abbott's shareholders are best served when shareholders allow the Board the flexibility to select the best person for the job.~~same.
The Board of Directors recommends that you vote AGAINST the proposal.

~~Abbott Laboratories      83~~ 79

~~Table of Contents~~
APPROVAL PROCESS FOR RELATED PERSON TRANSACTIONS
It is Abbott's policy that the Nominations and Governance Committee review, approve, or ratify any transaction in which Abbott participates and in which any related person has a direct or indirect material interest if such transaction involves or is expected to involve payments of $120,000 or more in the aggregate per fiscal year. Related person transactions requiring review by the Nominations and Governance Committee pursuant to this policy are identified in:
•
~~questionnaires~~Questionnaires annually distributed to Abbott's directors and ~~officers;~~officers,

•
~~certifications~~Certifications submitted annually by Abbott officers related to their compliance with Abbott's Code of Business ~~Conduct;~~Conduct, or

•
~~communications~~Communications made directly by the related person to the Chief Financial Officer or General Counsel.
In determining whether to approve or ratify a related person transaction, the Nominations and Governance Committee will consider the following items, among others:
•
~~the~~The related person's relationship to Abbott and interest in the ~~transaction;~~transaction,

•
~~the~~The material facts of the transaction, including the aggregate value of such transaction or, in the case of indebtedness, the amount of principal ~~involved;~~involved,

•
~~the~~The benefits to Abbott of the ~~transaction;~~transaction,

•
ifIf applicable, the availability of other sources of comparable products or ~~services;~~services,

•
anAn assessment of whether the transaction is on terms that are comparable to the terms available to an unrelated third party or to employees ~~generally;~~generally,

•
~~whether~~Whether a transaction has the potential to impair director ~~independence;~~independence, and

•
~~whether~~Whether the transaction constitutes a conflict of interest.
This process is included in the Nominations and Governance Committee's written charter, which is available in the corporate governance section of Abbott's investor relations website (www.abbottinvestor.com). The spouse of one of our executive officers, Jaime Contreras, isand the son of one of our executive officers, Roger Bird, are employed by Abbott. During ~~2016, her~~2019, their respective total compensation exceeded the foregoing threshold.

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ADDITIONAL INFORMATION
INFORMATION CONCERNING SECURITY OWNERSHIP
The table below reports the number of common shares beneficially owned as of December 31, ~~2016~~2019 by BlackRock, Inc., Capital Research Global Investors, and The Vanguard Group (directly or through their subsidiaries), the only persons known to Abbott to beneficially own ~~beneficially~~ more than 5% of Abbott's outstanding common shares.
Name and Address of Beneficial Owner

Shares
Beneficially
Owned

Percent of
Class

Name and Address of Beneficial Owner

Shares
Beneficially
Owned

Percent of
Class

BlackRock, Inc.⁽¹⁾
55 East 52nd Street
New York, NY 10055 87,859,059 6.0% BlackRock, Inc.⁽¹⁾
55 East 52nd Street
New York, NY 10055 124,728,602 7.1%

The Vanguard Group⁽²⁾
100 Vanguard Blvd.
Malvern, PA 19355

102,188,529

6.94%

Capital Research Global Investors⁽²⁾
333 South Hope Street
Los Angeles, CA 90071

113,689,293 6.5%

The Vanguard Group⁽³⁾
100 Vanguard Blvd.
Malvern, PA 19355 151,783,436 8.6%

⁽¹⁾: The information shown was provided by BlackRock, Inc. in a Schedule 13G/A it filed with the Securities and Exchange Commission on ~~January 19, 2017, indicating its beneficial ownership as of December 31, 2016 of 87,859,059 common shares.~~February 5, 2020. BlackRock reported that it has sole voting power over ~~74,708,066~~109,245,728 of these shares and sole dispositive power over all of these shares.
⁽²⁾: The information shown was provided by Capital Research Global Investors in a Schedule 13G it filed with the Securities and Exchange Commission on February 14, 2020. Capital Research reported that it has sole voting power over 113,687,058 of these shares and sole dispositive power over all of these shares.
⁽³⁾: The information shown was provided by The Vanguard Group in a Schedule 13G/A it filed with the Securities and Exchange Commission on February ~~9, 2017, indicating its beneficial ownership as of December 31, 2016 of 102,188,529 common shares.~~12, 2020. Vanguard reported that it has sole voting power over ~~2,315,657~~2,664,479 of these shares and sole dispositive power over ~~99,601,107~~148,783,982 of these shares.

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

~~Abbott believes that during 2016 its officers and directors complied with all filing requirements under Section 16(a) of the Securities Exchange Act of 1934.~~

~~OTHER MATTERS~~

~~In accordance with Abbott's articles of incorporation, Abbott has advanced defense costs on behalf of a former officer in connection with the AMO acquisition transaction.~~

DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR THE ~~2018~~2021 ANNUAL MEETING PROXY STATEMENT

Shareholder proposals for presentation at the ~~2018~~2021 Annual Meeting must be received by Abbott no later than November ~~17, 2017~~13, 2020 and must otherwise comply with the applicable requirements of the Securities and Exchange Commission to be considered for inclusion in the proxy statement and proxy for the ~~2018~~2021 meeting.

~~Abbott Laboratories      85~~ 81
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PROCEDURE FOR RECOMMENDATION AND NOMINATION OF DIRECTORS AND TRANSACTION OF BUSINESS AT ANNUAL MEETING
Proxy Access:    A shareholder, or a group of up to 20 shareholders, owning continuously for at least three years Abbott common shares representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and have included in Abbott's proxy materials director nominees constituting up to 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements in Abbott's By-Laws.
Nominating shareholders are permitted to include in Abbott's proxy statement a 500-word statement in support of their nominee(s). Abbott may omit any information or statement that it, in good faith, believes is materially false or misleading, omits to state a material fact, or would violate any applicable law or regulation.
Other Nominations of Directors or Proposals to Transact Business:    A shareholder may also recommend persons as potential nominees for director by submitting the names of such persons in writing to the ~~Chairman~~Chair of the Nominations and Governance Committee or the Secretary of Abbott. Recommendations should be accompanied by a statement of qualifications and confirmation of the person's willingness to serve. A nominee who is recommended by a shareholder following these procedures will receive the same consideration as other comparably qualified nominees.
A shareholder entitled to vote for the election of directors at an Annual Meeting and who is a shareholder of record on:
•
the record date for that Annual Meeting,

•
the date the shareholder provides timely notice to Abbott, and

•
the date of the Annual Meeting
may directly nominate persons for director, or make proposals of other business to be brought before the Annual Meeting, by providing proper timely written notice to the Secretary of Abbott.
~~Other Nominations of Directors or Proposals to Transact Business:~~Notice Requirements:    The notice submitted by a shareholder must include certain information required by Article II of Abbott's By-Laws, including information about the shareholder, any beneficial owner on whose behalf the nomination or proposal is being made, their respective affiliates or associates or others acting in concert with them, and any proposed director nominee.
For each matter the shareholder proposes to bring before the Annual Meeting, the notice must also include a brief description of the business to be discussed, the reasons for conducting such business at the Annual Meeting, any material interest of the shareholder in such business and certain other information specified in the By-Laws. In addition, in the case of a director nomination, including through proxy access, the notice must include a completed and signed questionnaire, representation and agreement of the nominee addressing matters specified in the By-Laws.
To be timely, written notice either to directly nominate persons for director, including through proxy access, or to bring business properly before the Annual Meeting must be received at Abbott's principal executive offices not less than ninety days and not more than one hundred twenty days prior to the anniversary date of the preceding Annual Meeting. If the Annual Meeting is called for a date that is not within twenty-five days before or after such anniversary date, notice by the shareholder must be received not later than the close of business on the tenth day following the day on which such notice of the date of the Annual Meeting was mailed or made public in a press release or in a filing with the Securities and Exchange Commission, whichever occurs first. To be timely for the ~~2018~~2021 Annual Meeting, this written notice must be received by Abbott no later than January ~~26, 2018.~~24, 2021.
In addition, the notice must be updated and supplemented, if necessary, so that the information provided or required to be provided is true and correct as of the record date for the Annual Meeting and as of the date that is ten business days prior to the meeting. Any such update or supplement must be delivered to the Secretary of Abbott at Abbott's principal executive offices not more than five business days after the record date for the Annual Meeting, and not less than eight business days before the date of the Annual Meeting in the case of any update or supplement required to be made as of ten business days prior to the Annual Meeting.

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GENERAL
It is important that proxies be returned promptly. Shareholders are urged, regardless of the number of shares owned, to vote their shares. Most of Abbott's shareholders may vote their shares by telephone or the Internet. Shareholders who wish to vote by mail should sign and return their proxy card in the enclosed business reply envelope. Shareholders who vote by telephone or the Internet do not need to return their proxy card.
The Annual Meeting will be held at Abbott's headquarters, 100 Abbott Park Road, located at the intersection of Route 137 and Waukegan Road, Lake County, Illinois. Admission to the meeting will be by admission card only. A shareholder planning to attend the meeting should promptly complete and return the reservation form. Reservation forms must be received before April ~~21, 2017.~~17, 2020. An admission card admits only one person. A shareholder may request two admission cards, but a guest must be accompanied by a shareholder.
By order of the Board of Directors.
HUBERT L. ALLEN
Secretary

~~Abbott Laboratories      87~~ 83

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EXHIBIT A
DIRECTOR INDEPENDENCE STANDARD
No director qualifies as "independent" unless the board affirmatively determines that the director has no material relationship with Abbott or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with Abbott or any of its subsidiaries). In making this determination, the board shall consider all relevant facts and circumstances, including the following standards:
•
A director is not independent if the director is, or has been within the last three years, an employee of Abbott or its subsidiaries, or an immediate family member is, or has been within the last three years, an executive officer of Abbott or its subsidiaries.

•
A director is not independent if the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from Abbott or its subsidiaries, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), and other than amounts received by an immediate family member for service as an employee (other than an executive officer).

•
A director is not independent if (A) the director or an immediate family member is a current partner of a firm that is Abbott's internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on Abbott's or its subsidiaries' audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on Abbott's or its subsidiaries' audit within that time.

•
A director is not independent if the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the present executive officers of Abbott or its subsidiaries at the same time serves or served on that company's compensation committee.

•
A director is not independent if the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Abbott or its subsidiaries for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.

•
A director is not independent if the director is an executive officer of a charitable organization that received charitable contributions (other than matching contributions) from Abbott and its subsidiaries in the preceding fiscal year that are in excess of the greater of $1 million or 2% of such charitable organization's consolidated gross revenues.

Exhibit A-1      ~~Abbott Laboratories~~
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~~EXHIBIT B~~
~~Abbott Laboratories 2017 Incentive Stock Program~~
~~(Item 5 on Proxy Card)~~
1.    ~~PURPOSE.~~    The purpose of the Abbott Laboratories 2017 Incentive Stock Program is to attract and retain outstanding directors, officers and other employees of Abbott Laboratories and its Subsidiaries, and to furnish incentives to such persons by providing opportunities to acquire common shares of the Company, or monetary payments based on the value of such shares or the financial performance of the Company, or both, on advantageous terms as herein provided and to further align such persons' interests with those of the Company's other shareholders through compensation that is based on the value of the Company's common shares.
2.    ~~ADMINISTRATION.~~
~~(a)~~    ~~Plan Administrator.~~
         The Program will be administered by the Committee. For purposes of the Program, the "Committee" shall be a committee of at least two persons which shall be either the Compensation Committee of the Board or such other committee comprised entirely of persons who are both: (i) "non-employee directors" as defined in Rule 16b-3 of the Exchange Act; and (ii) "outside directors" as defined under Code Section 162(m). The Compensation Committee of the Board shall serve as the Committee administering the Program until such time as the Board designates a different Committee. A majority of the members of the Committee shall constitute a quorum and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Program may be made without notice of a meeting of the Committee by a writing signed by all of the Committee members.
~~(b)~~    ~~Powers of the Administrator.~~
         The Committee has the following powers, which it may exercise in its sole discretion, subject to and not inconsistent with the express provisions of the Program: (i) to administer the Program; (ii) to exercise all the power and authority either specifically granted to it under the Program or necessary or advisable in the administration of the Program; (iii) to grant Benefits; (iv) to determine the persons to whom and the time or times at which Benefits shall be granted, (v) to determine the type and number of Benefits to be granted, the number of Shares to which a Benefit may relate and the terms, conditions, restrictions and Performance Goals relating to any Benefit; (vi) to determine whether, to what extent, and under what circumstances a Benefit may be settled, canceled, forfeited, accelerated (subject to Section 5(b) hereof), exchanged, deferred (in accordance with the requirements of Code Section 409A) or surrendered; provided that, except in connection with an adjustment provided for in Section 4(e), the Committee shall neither lower the exercise price or base price of an outstanding Option or Stock Appreciation Right nor grant any Benefit or provide cash in replacement of a canceled Option or Stock Appreciation Right which had been granted at a higher exercise price or base price without the prior approval of the Company's shareholders; (vii) to make adjustments in the terms and conditions (including Performance Goals) applicable to Benefits; (viii) to construe and interpret the Program and any Benefit; (ix) to prescribe, amend and rescind rules and regulations relating to the Program, including any sub-Program contemplated by Section 10; (x) to determine the terms and provisions of any Benefit Agreement (which need not be identical for each Grantee); and (xi) to make all other determinations deemed necessary or advisable for the administration of the Program. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Program or in any Benefit Agreement in the manner and to the extent it shall deem necessary or advisable to carry the Program into effect and shall be the sole and final judge of such necessity or advisability. The decision of the Committee as to all questions of interpretation, application and administration of the Program shall be final, binding and conclusive on all persons. No Committee member or delegate thereof shall be liable for any action taken or determination made, or which the Committee member or delegate fails to take or make, in good faith with respect to the Program or any Benefit.
~~(c)~~    ~~Delegation of Authority.~~
         The Committee may, from time to time, delegate any or all of its duties, powers and authority to any officer or officers of the Company, except to the extent such delegation would be inconsistent with Rule 16b-3 of the Exchange Act or other applicable law, rule or regulation. To the extent consistent with applicable law, the Chief Executive Officer of the Company may grant Benefits under the Program other than to persons subject to Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company at the time that delegated

~~Abbott Laboratories      Exhibit B-1~~
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authority is exercised. All such grants by the Chief Executive Officer shall be reported annually to the Committee; however, the Committee is not required to take any action with respect to such grants.
3.    ~~PARTICIPANTS.~~    Participants in the Program shall consist of the employees of the Company or any of its Subsidiaries who the Committee in its sole discretion may designate from time to time to receive Benefits, and, solely for purposes of receiving Benefits under Section 11 and Section 12, Non-Employee Directors of the Company. The Committee's designation of a person to receive a Benefit in any year shall not require the Committee to designate such person to receive a Benefit in any other year. The Committee shall consider such factors as it deems pertinent in selecting participants and in determining the type and amount of their respective Benefits.
4.    ~~SHARES RESERVED UNDER THE PROGRAM AND ADJUSTMENTS.~~
~~(a)~~    ~~Share Reserve.~~
         Subject to adjustment as provided in Section 4(e), the maximum number of Shares available for issuance under the Program is 170,000,000 Shares plus the number of Shares subject to outstanding awards under the Prior Program that on or after the Effective Date cease to be subject to such awards other than by reason of exercise or settlement of the awards (to the extent they are exercised for or settled in vested and non-forfeitable Shares), including due to cash settlement of such Prior Program awards (the "Share Limit"). Each Share issued under the Program pursuant to a Full Value Award shall be counted against the foregoing Share Limit as three shares for every one share actually issued in connection with such Full Value Award. Such Shares may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise; provided, however, that to the extent required by the Illinois Business Corporations Act of 1983, any fully vested Shares or Restricted Stock issued under the Program shall consist only of Shares that have been reacquired by the Company. No Benefits shall be granted under the Prior Program after the date of shareholder approval of this Program and any shares previously reserved under the Prior Program in excess of the number of shares as to which Benefits have been granted under the Prior Program will not become available for issuance under this Program.
~~(b)~~    ~~Shares Reissuable under Program.~~
         If there is a lapse, expiration, termination, forfeiture, cancellation or cash settlement of any Benefit without the issuance of Shares or if Shares are withheld by the Company to satisfy minimum statutory tax withholding obligations in connection with an applicable taxable event for a Full Value Award granted under the Program or the Prior Program, the Shares reserved for such Benefit or withheld to satisfy such minimum statutory tax liability, as applicable, may again be used for the grant of new Benefits of any type authorized under this Program.
~~(c)~~    ~~Shares not Reissuable under Program.~~
         Notwithstanding the foregoing provisions of this Section 4, Shares that are issued under any Benefit and thereafter reacquired by the Company pursuant to rights reserved upon the issuance thereof, or pursuant to the payment of the exercise price of Shares under Options by delivery of other Shares, or Shares under Options or stock-settled Stock Appreciation Rights that were not issued upon the net exercise or net settlement of such Options or Stock Appreciation Rights, or Shares repurchased by the Company with the proceeds collected in connection with the exercise of outstanding Options, and Shares that are exchanged by a Grantee or withheld by the Company to satisfy tax withholding requirements in connection with any Benefit other than a Full Value Award (whether granted under the Program or the Prior Program) shall not be available for subsequent awards of Benefits. Upon the exercise of any Benefit granted in tandem with any other Benefits, such related Benefits shall be canceled to the extent of the number of Shares as to which the Benefit is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Benefits.
~~(d)~~    ~~Limitation on Number of Shares Subject to and Amounts Payable under Benefits.~~
         Subject to adjustment under Section 4(e), (i) the maximum number of Shares with respect to which Options under Section 6 and Stock Appreciation Rights under Section 9(a) may be granted to any one participant, in the aggregate in any one calendar year, shall be two million (2,000,000) Shares, and (ii) the maximum number of Shares with respect to which Full Value Awards that are Performance Awards may be granted to any one participant, in the aggregate in any one calendar year, shall be that number of Shares having a value of $15 million, determined by multiplying the number of Shares or units granted under the Benefit by the Fair Market Value of a Share on the date of grant, provided that for any performance period in excess of one year, such maximum value shall be determined by multiplying $15 million by a fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve. Where it is intended to comply with Code Section 162(m), determinations made in respect of the limitation set forth in this paragraph shall be made in a manner consistent with Code Section 162(m).

~~Exhibit B-2      Abbott Laboratories~~

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~~(e)~~    ~~Adjustments.~~
         Except as provided in a Benefit Agreement or as otherwise provided in the Program, if the Committee determines that any special dividend or other distribution (whether in the form of cash, Shares, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Shares such that an equitable change or adjustment relating to the Program or Benefits is appropriate, then the Committee shall make any such equitable changes or adjustments as it deems necessary or appropriate, including by way of illustration, changes or adjustments to any or all of (i) the number and kind of Shares or other property (including cash) that may thereafter be issued in connection with Benefits, including the Share Limit and the limitations in Section 4(d) hereof, (ii) the number and kind of Shares or other property issued or issuable in respect of outstanding Benefits, (iii) the exercise price, grant price or purchase price relating to any Benefit, (iv) the Performance Goals, and (v) the individual and other limitations applicable to Benefits; provided that no such adjustment shall cause any Benefit hereunder which is or becomes subject to Code Section 409A to fail to comply with the requirements of such section; and provided further that, unless otherwise determined by the Committee, any additional Shares or other securities or property issued with respect to Shares covered by awards granted under the Program as a result of any stock split, combination, stock dividend, recapitalization or other adjustment event described in this Section 4(e) shall be subject to the restrictions and other provisions of the original Benefit awarded under the Program. Any adjustment affecting a Benefit intended to comply with Code Section 162(m) shall be made consistent with the requirements of Code Section 162(m).
5.    ~~TYPES OF BENEFITS AND MINIMUM VESTING.~~
~~(a)~~    ~~Benefits.~~
         The following Benefits, alone or in combination, may be granted under the Program: (i) Options, (ii) Restricted Stock Awards, (iii) Restricted Stock Units, (iv) Performance Awards, (v) Other Share-Based Awards (including Stock Appreciation Rights, dividend equivalents and recognition awards), (vi) awards to Non-Employee Directors, and (vii) Foreign Benefits, all as described below.
~~(b)~~    ~~Minimum Vesting Requirements.~~
         Notwithstanding any other provision of the Program, except in connection with an adjustment provided for in Section 4(e), no portion of an Award may vest before the first anniversary of the date of grant, subject to earlier vesting in whole or in part as contemplated in Section 13 hereof or otherwise in connection with a Change in Control or upon a participant's death or disability; provided, however, that the Company may grant Awards with respect to up to five percent (5%) of the number of Shares reserved under Section 4(a) as of the Effective Date without regard to the minimum vesting period set forth in this Section 5(b). The Committee may accelerate the vesting or exercisability of a Benefit in circumstances other than a Change in Control or a participant's death or disability, provided that such acceleration does not cause an Award that is subject to the minimum vesting requirements of this Section 5(b) to vest or become exercisable prior to the first anniversary of the date of grant.
6.    ~~OPTIONS.~~    The Committee may grant Options to Grantees which may be subject to such restrictions, terms and conditions, as the Committee shall determine in its sole discretion and as shall be evidenced by the applicable Benefit Agreement (provided that any such Benefit is subject to the vesting requirements described herein and in Section 5(b)).
         The Committee shall determine the exercise price for each Share purchasable under an Option, but in no event shall the exercise price per Share be less than the Fair Market Value of a Share on the Option's date of grant, except in connection with an adjustment provided for in Section 4(e). The exercise price shall be paid in full at the time of exercise; payment may be made as determined by the Committee, including (1) in cash, which may be paid by check, or other instrument acceptable to the Company; (2) unless otherwise provided in the Benefit Agreement, in Shares having a then market value equal to the aggregate exercise price (including by withholding Shares that otherwise would be distributed to the Grantee upon exercise of the Option); (3) delivery of a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sales proceeds from the Option Shares or loan proceeds to pay the exercise price and any withholding taxes due to the Company; or (4) by any other method permitted by the Committee. Any amount necessary to satisfy applicable federal, state or local tax withholding requirements (or corresponding requirements under applicable laws in non-U.S. jurisdictions) shall be paid promptly upon notification of the amount due. The amount of tax withholding may be paid in Shares having a then market value equal to the amount required to be withheld (including by withholding Shares that otherwise would be distributed to the Grantee upon exercise of the Option), or a combination of cash and Shares.
         An Option shall be exercisable over its term (which shall not exceed ten (10) years from the date of grant), at such times and upon such conditions as the Committee may determine, as reflected in the Benefit Agreement. An

~~Abbott Laboratories      Exhibit B-3~~

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Option may be exercised to the extent of any or all full Shares as to which the Option has become exercisable, by giving written notice of such exercise to the Committee or its designated agent, in such form as the Committee may prescribe.
         Except as otherwise provided in the applicable Benefit Agreement, (i) in the event of termination of employment for any reason other than retirement, disability or death, the right of the Grantee to exercise an Option shall terminate upon the earlier of the end of the original term of the Option or three (3) months after the Grantee's last day of work for the Company or its Subsidiaries; (ii) in the event of termination of employment due to retirement or disability, or if the Grantee should die while employed, the right of the Grantee or his or her successor in interest to exercise an Option shall terminate upon the end of the original term of the Option; and (iii) if the Grantee should die within three (3) months after termination of employment for any reason other than retirement or disability, the right of his or her successor in interest to exercise an Option shall terminate upon the earlier of the end of the original term of the Option or three (3) months after the date of such death.
7.    ~~RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNITS.~~
~~(a)~~    ~~Restricted Stock Awards.~~
         The Committee may grant Restricted Stock Awards, subject to such restrictions, terms and conditions, as the Committee shall determine in its sole discretion and as shall be evidenced by the applicable Benefit Agreement (provided that any such Benefit is subject to the vesting requirements set forth in Section 5(b) above). Subject to Section 5(b), the vesting of a Restricted Stock Award may be conditioned upon the completion of a specified period of employment or service with the Company or any Subsidiary, upon the attainment of specified Performance Goals, and/or upon such other criteria as the Committee may determine in its sole discretion.
         Except as provided in the applicable Benefit Agreement, no Shares underlying a Restricted Stock Award may be sold, assigned, transferred, or otherwise encumbered or disposed of by the Grantee until such Shares have vested in accordance with the terms of such Benefit.
         If and to the extent that the applicable Benefit Agreement may so provide, a Grantee shall have the right to vote and receive dividends on Restricted Stock granted under the Program. Unless otherwise provided in the applicable Benefit Agreement, any Shares received as a dividend on or in connection with a stock split of the Shares underlying a Restricted Stock Award awarded under this Section shall be subject to the same restrictions as the Shares underlying such Restricted Stock Award.
         Upon the termination of a Grantee's employment or service with the Company and its Subsidiaries, the Restricted Stock granted to such Grantee shall be subject to the terms and conditions specified in the applicable Benefit Agreement.
~~(b)~~    ~~Restricted Stock Units.~~    The Committee may grant Restricted Stock Units, subject to such restrictions, terms and conditions, as the Committee shall determine in its sole discretion and as shall be evidenced by the applicable Benefit Agreement (provided that any such Restricted Stock Unit is subject to the vesting requirements described in Section 5(b) above). Subject to Section 5(b), the vesting of a Restricted Stock Unit granted under the Program may be conditioned upon the completion of a specified period of employment or service with the Company or any Subsidiary, upon the attainment of specified Performance Goals, and/or upon such other criteria as the Committee may determine in its sole discretion.
         Unless otherwise provided in a Benefit Agreement, upon the vesting of a Restricted Stock Unit there shall be delivered to the Grantee, as soon as practicable following the date on which such Benefit (or any portion thereof) vests, subject to Section 13, that number of Shares equal to the number of Restricted Stock Units that have vested (or the cash equivalent thereof in the case of a cash-settled award).
         Except as provided in the applicable Benefit Agreement, a Restricted Stock Unit may not be sold, assigned, transferred or otherwise encumbered or disposed of by the Grantee. Subject to the requirements of Code Section 409A, Restricted Stock Units may provide the Grantee with the right to receive dividend equivalent payments with respect to Shares subject to the Benefit (both before and after the Benefit is earned or vested), which payments may be either made currently or credited to an account for the participant, and may be settled in cash or Shares, as determined by the Committee. Any such settlements and any such crediting of dividend equivalents may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Share equivalents.
         Upon the termination of a Grantee's employment or service with the Company and its Subsidiaries, the Restricted Stock Units granted to such Grantee shall be subject to the terms and conditions specified in the applicable Benefit Agreement.

~~Exhibit B-4      Abbott Laboratories~~

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8.    ~~PERFORMANCE AWARDS.~~    The Committee may grant Benefits including Restricted Stock, Restricted Stock Units and Other Share-Based Awards, which, subject to the minimum vesting requirements of Section 5(b) hereof, may be earned in whole or in part based on the attainment of performance goals established by the Committee (each a "Performance Award"), which shall be based on one or more of the following criteria: earnings per share, return on equity, return on assets, return on net assets, return on investment, total shareholder return, net operating income, cash flow, increase in revenue, economic value added, increase in share price or cash flow return on investment, and any combination of, or a specified increase in, any of the foregoing (the "Performance Goals"). Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a Subsidiary, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). In addition, partial achievement of Performance Goals may result in payment or vesting corresponding to the degree of achievement of the Performance Goal. Where necessary to satisfy the requirements of Code Section 162(m), each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles or such other objective standards satisfying the requirements of Code Section 162(m), and shall be subject to written certification by the Committee; provided that, to the extent a Benefit is intended to satisfy the performance-based compensation exception to the limits of Code Section 162(m) and then to the extent consistent with such exception, the Committee may make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or the financial statements of the Company or any Subsidiary, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. No payment shall be made to a Covered Employee prior to the written certification by the Committee that the Performance Goals have been attained. The Committee may establish such other rules applicable to Benefits intended to be qualified performance-based compensation to the extent consistent with Code Section 162(m).
         Payments earned in respect of any Benefit may be decreased or, with respect to any Grantee who is not a Covered Employee, increased in the sole discretion of the Committee based on such factors as it deems appropriate. Notwithstanding the foregoing, any Benefits may be adjusted in accordance with Section 4(e).
9.    ~~OTHER SHARE-BASED AWARDS AND RECOGNITION AWARDS.~~
~~(a)~~    ~~Other Share-Based Awards.~~
         The Committee may grant Other Share-Based Awards, including Stock Appreciation Rights, under terms and conditions specified by the Committee in the applicable Benefit Agreement (subject to the minimum vesting requirements of Section 5(b) above, if applicable), which may include the attainment of Performance Goals; provided, however, that with respect to a Stock Appreciation Right, in no event shall (i) the base price per Share be less than the Fair Market Value of a Share on the Stock Appreciation Right's date of grant, except in connection with an adjustment provided for in Section 4(e), nor (ii) the term of such Stock Appreciation Right exceed ten (10) years from the date of grant. Such terms and conditions shall be consistent with the terms of the Program. Shares or other securities or property delivered pursuant to a Benefit in the nature of a purchase right granted under this Section 9 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, Shares, other Benefits, notes or other property, as the Committee shall determine, subject to any required corporate action.
~~(b)~~    ~~Recognition Awards.~~    Notwithstanding any provisions to the contrary, and subject to Section 5(b), the Committee may grant fully vested Shares to employees of the Company and its Subsidiaries only if the aggregate number of Shares subject to such awards granted in any fiscal year to any single individual does not exceed one thousand (1,000) Shares.
~~10.~~    ~~FOREIGN BENEFITS.~~    The Committee may grant Benefits to employees of the Company and its Subsidiaries who reside in foreign jurisdictions. Notwithstanding anything in the Program to the contrary, each of the Committee and, to the extent permitted under applicable law, the Executive Vice President, Human Resources, may, in its or his sole discretion: (a) amend or vary the terms of the Program in order to conform such terms with the requirements of each jurisdiction where a Subsidiary is located; (b) amend or vary the terms of the Program in each jurisdiction where a Subsidiary is located as it or he considers necessary or desirable to take into account or to mitigate or reduce the burden of taxation and social security contributions for Participants and/or the Subsidiary (including, without limitation, determining comparable minimum withholding liability under applicable non-U.S. tax

~~Abbott Laboratories      Exhibit B-5~~

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laws for purposes of Section 4(b)); or (c) amend or vary the terms of the Program in a jurisdiction where the Subsidiary is located as it or he considers necessary or desirable to meet the goals and objectives of the Program. Each of the Committee and, to the extent permitted under applicable law, the Executive Vice President, Human Resources, may, where it deems appropriate in its or his sole discretion, establish one or more sub-Programs for these purposes. The Committee and, to the extent permitted under applicable law, the Executive Vice President, Human Resources, may, in its or his sole discretion, establish administrative rules and procedures to facilitate the operation of the Program in such jurisdictions. The terms and conditions contained herein which are subject to variation in a jurisdiction shall be reflected in a written attachment to the Program for each Subsidiary in such jurisdiction. To the extent permitted under applicable law, the Committee may delegate its authority and responsibilities under this Section 10 to one or more officers of the Company. In this regard and to the extent permitted under applicable law, the Committee hereby delegates its authority and responsibilities under this Section 10 to the Executive Vice President, Human Resources.
~~11.~~    ~~OPTIONS TO NON-EMPLOYEE DIRECTORS.~~    Each Non-Employee Director may elect to receive any or all of his or her fees earned under Section 3 of the Abbott Laboratories Non-Employee Directors' Fee Plan (the "Directors' Fee Plan") in the form of Options under this Section. Each such election shall be irrevocable, and must be made in writing and filed with the Secretary of the Company by December 31 of the calendar year preceding the period in which such fees are earned. A Non-Employee Director may file a new election each calendar year applicable to fees earned in the immediately succeeding calendar year, provided that a new election to receive benefits in the form of Options shall not be effective until the period covered by the Non-Employee Director's current election has ended. If no new election is received by December 31 of any calendar year, the election, if any, then in effect shall continue in effect until a new election is made and has become effective. If a director does not elect to receive his or her fees in the form of Options, the fees due such director shall be paid or deferred as provided in the Directors' Fee Plan and any applicable election thereunder by the director.
         Each Option due to a director under this Program pursuant to an election shall be granted annually, on the date of the annual shareholders meeting. Except as otherwise provided, each such Option shall be (A) subject to the terms and conditions of Section 6, (B) immediately exercisable and non-forfeitable and (C) exercisable until the expiration of ten (10) years from the date of grant.
~~12.~~    ~~RESTRICTED STOCK UNITS TO NON-EMPLOYEE DIRECTORS.~~    Each year, on the date of the annual shareholders meeting, each person who is elected a Non-Employee Director at the annual shareholders meeting shall be awarded Restricted Stock Units covering the amount set by the Board in its sole discretion, upon recommendation by the Committee; provided, however that the Fair Market Value of the Shares on the date of the award shall not exceed $250,000.
         The Restricted Stock Units granted to Non-Employee Directors shall be fully vested on the date of the award, subject to Section 5(b), and shall be awarded and/or issued or paid in a manner that will comply with Code Section 409A. Subject to the requirements of Code Section 409A, the Non-Employee Director receiving the Restricted Stock Units shall be entitled to receive one Share for each Restricted Stock Unit upon the earliest of (A) the director's "separation from service" (within the meaning of Code Section 409A); (B) the date the director dies; or (C) the date of occurrence of a Change in Control that also qualifies as a "change in control event" (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)).
         Subject to the requirements of Code Section 409A, the Non-Employee Director receiving the Restricted Stock Units shall be entitled to receive cash payments equal to the dividends and distributions paid on the Shares (other than dividends or distributions of securities of the Company which may be issued with respect to its shares by virtue of any stock split, combination, stock dividend or recapitalization) to the same extent as if each Restricted Stock Unit was a Share, and those shares were not subject to the restrictions imposed by this Program, provided that the record date with respect to such dividend or distribution occurs within the period commencing with the date of grant of the Benefit and ending upon the earliest of (A) the date of the director's death, (B) the date of the director's "separation from service" (within the meaning of Code Section 409A), or (C) the date of the occurrence of a Change in Control that also qualifies as a "change in control event" (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)).
         ~~While outstanding, the Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except by will or the laws of descent and distribution.~~
         Except in the event of conflict, all provisions of the Program shall apply to this Section 12. In the event of any conflict between the provisions of the Program and this Section 12, this Section 12 shall control.

~~Exhibit B-6      Abbott Laboratories~~

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~~13.~~    ~~CHANGE IN CONTROL PROVISIONS.~~
~~(a)Treatment of Benefits Upon a Change in Control.~~
         ~~Notwithstanding any other provision of this Program, the following provisions shall apply upon the occurrence of a Change in Control unless otherwise provided in a Benefit Agreement:~~
            ~~(i)  All Options then outstanding under this Program shall become fully vested and exercisable as of the date of the Change in Control, whether or not then otherwise vested or exercisable;~~
           (ii)  All Stock Appreciation Rights and Other Share-Based Awards then outstanding shall become fully vested and exercisable as of the date of the Change in Control, whether or not then otherwise vested or exercisable;
          (iii)  All terms and conditions of all Restricted Stock Awards then outstanding shall be deemed satisfied and all restrictions on those Restricted Stock Awards will lapse as of the date of the Change in Control;
          (iv)  All terms and conditions of all Restricted Stock Units then outstanding shall be deemed satisfied, all restrictions on those Restricted Stock Units will lapse and the Restricted Stock Units shall be immediately payable as of the date of the Change in Control; and
           (v)  All performance criteria shall be deemed to have been attained and all Performance Awards then outstanding shall be deemed to have been fully earned and to be immediately payable as of the date of the Change in Control.
         Notwithstanding the foregoing, with respect to each Benefit that is subject to Code Section 409A, if a Change in Control would have occurred under the Program but such Change in Control does not also qualify as a "change in control event" (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)), then each such Benefit shall become vested and non-forfeitable; provided, however, that the Grantee shall not be able to exercise the Benefit, and the Benefit shall not become payable, except in accordance with the terms of such Benefit or until such earlier time as the exercise and/or payment complies with Code Section 409A.
~~(b)Determination of Occurrence of a Change in Control.~~
         ~~A "Change in Control" shall be deemed to have occurred on the earliest of the following dates:~~
            (i)  The date any Person is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 20% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (a) of paragraph (iii) below; or
           (ii)  The date the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least two-thirds (²/3~~) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or~~
          (iii)  The date on which there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary of the Company with any other corporation or other entity, other than (a) a merger or consolidation (I) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a Subsidiary, the ultimate parent thereof and (II) which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its

~~Abbott Laboratories      Exhibit B-7~~
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~~Affiliates) representing 20% or more of the combined voting power of the Company's then outstanding securities; or~~
          (iv)  The date the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company, in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, in substantially the same proportions as their ownership of the Company immediately prior to such sale.
         Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common shares of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.
         For purposes of this Program: "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act; "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and as used in Section 13(d) and 14(d) thereof and the rules thereunder, except that such term shall not include (1) the Company or any of its Subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company; and "Subsidiary" shall mean 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 Company.
~~(c)Assumption of Benefits.~~
         In the event that, in connection with a Change in Control, outstanding Benefits under the Program are either assumed or converted into substituted Benefits, each such assumed or substituted Benefit shall continue to be subject to the same terms and conditions to which it was subject immediately prior to the transaction resulting in the assumption or substitution.
~~(d)Grantee Election in Certain Transactions.~~
         Upon a Change in Control in which the outstanding Shares are changed into, or exchanged for, property (including cash) other than solely stock or securities of the Company or another corporation (disregarding, for this purpose, cash paid in lieu of fractional shares), each Grantee may elect to receive, immediately following such Change in Control in exchange for cancellation of any Option or Stock Appreciation Right held by such Grantee immediately prior to the Change in Control, a cash payment, with respect to each Share subject to such Option or right, equal to the difference between the value of consideration (as determined by the Committee) received by the shareholders for a Share in the Change in Control, less any applicable purchase price.
~~14.~~    ~~GENERAL PROVISIONS.~~
~~(a)~~    ~~Nontransferability, Deferrals and Settlements.~~    Unless otherwise determined by the Committee or provided in a Benefit Agreement, Benefits shall not be transferable by a Grantee except by will or the laws of descent and distribution and shall be exercisable during the lifetime of a Grantee only by such Grantee or his guardian or legal representative. Notwithstanding the foregoing, any transfer of Benefits to independent third parties for cash consideration without shareholder approval is prohibited. Any Benefit shall be null and void and without effect upon any attempted assignment or transfer, except as herein provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, divorce, trustee process or similar process, whether legal or equitable, upon such Benefit. With respect to Benefits other than Options, the Committee may require or permit Grantees to elect to defer the issuance of Shares (with settlement in cash or Shares as may be determined by the Committee or elected by the Grantee in accordance with procedures established by the Committee), or the settlement of Benefits in cash under such rules and procedures as established under the Program to the extent that such deferral complies with Code Section 409A and any Treasury Regulations or guidance promulgated thereunder. It may also provide that such deferred settlements include the payment or crediting of interest, dividends or dividend equivalents on the deferral amounts.
~~(b)~~    ~~No Right to Continued Employment, etc.~~    Nothing in the Program or in any Benefit granted or any Benefit Agreement or other agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ or service of the Company, any Subsidiary or to be entitled to any remuneration or benefits

~~Exhibit B-8      Abbott Laboratories~~

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not set forth in the Program or such Benefit Agreement or other agreement or to interfere with or limit in any way the right of the Company or any such Subsidiary to terminate such Grantee's employment or service.
~~(c)~~    ~~Sale of Subsidiary.~~    For all purposes hereunder, except as otherwise provided by the Committee, a Grantee's employment or service with a Subsidiary shall be deemed to be terminated on the day such entity ceases to be a Subsidiary of the Company.
~~(d)~~    ~~Taxes.~~    The Company shall be entitled to withhold, or require a participant to remit to the Company, the amount of any tax attributable to any amount payable or shares deliverable under the Program. The Company may defer making payment or delivery if any such tax may be pending unless and until indemnified to its satisfaction, and the Company shall have no liability to any participant for exercising the foregoing right. The Committee may, in its sole discretion and subject to such rules as it may adopt, permit or require a Grantee to pay all or a portion of the federal, state and local taxes (in U.S. or non-U.S. jurisdictions), including social security and Medicare withholding tax, arising in connection with the receipt or exercise of any Benefit by, without limitation: (i) having the Company withhold Shares, (ii) tendering Shares received in connection with such Benefit back to the Company, (iii) delivering other previously acquired Shares having a Fair Market Value approximately equal to the amount to be withheld, (iv) selling Shares issued pursuant to such Benefit and having the Company withhold from proceeds of the sale of such Shares, (v) having the Company or a Subsidiary, as applicable, withhold from any cash compensation payable to the Grantee, or (vi) requiring the Grantee to repay the Company or Subsidiary, in cash or in Shares, for taxes paid on the Grantee's behalf.
~~(e)~~    ~~Amendment and Termination.~~    The Program may be amended or terminated at any time by action of the Board. However, no amendment may, without shareholder approval: (i) increase the aggregate number of Shares available for Benefits (except to reflect an event described in Section 4(e)); (ii) extend the term of the Program; or (iii) change or add a category or categories of individuals who are eligible to participate in the Program. If the Program is not, within twelve months of the Effective Date, approved by a majority of the shares voted at a regular or special meeting of the Company's shareholders, the Program will terminate and all Benefits made under it will be canceled. No amendment or termination of the Program (other than termination under Section 14(f) below) may materially and adversely modify any person's rights under the express terms and conditions of an outstanding Benefit without such person's written consent, except that the Committee may amend the Program in accordance with Section 10 above, or to qualify for or comply with any tax or regulatory requirement for which or with which the Board or Committee deems it necessary or desirable to qualify or comply including, without limitation, pursuant to Section 14(m) hereof.
~~(f)~~    ~~Duration of Program.~~    ~~Unless earlier terminated by the Board pursuant to the provisions of the Program, the Program shall expire on the tenth (10~~^th~~) anniversary of its Effective Date. No Benefits shall be granted under the Program after such date.~~
~~(g)~~    ~~No Rights to Benefits; No Shareholder Rights.~~    No individual shall have any claim to be granted any Benefit under the Program, and there is no obligation for uniformity of treatment of Grantees. No individual shall have any right to a Benefit or to payment or settlement under any Benefit unless and until the Committee or its designee shall have determined that a Benefit or payment or settlement is to be made. Except as provided specifically herein, a Grantee or a transferee of a Benefit shall have no rights as a shareholder with respect to any Shares covered by the Benefit until the date of the issuance of such Shares.
~~(h)~~    ~~Unfunded Status of Benefits.~~    The Program is intended to constitute an "unfunded" plan for purposes of incentive and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to a Benefit, nothing contained in the Program or any Benefit shall give any such Grantee any rights that are greater than those of a general creditor of the Company.
~~(i)~~    ~~No Fractional Shares.~~    No fractional Shares shall be issued or delivered pursuant to the Program or any Benefit. The Committee shall determine whether cash, other Benefits, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
~~(j)~~    ~~Regulations and Other Approvals.~~    The obligation of the Company to sell or deliver Shares with respect to any Benefit shall be subject to all applicable laws, rules and regulations, including all applicable securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.
~~(k)~~    ~~Listing, Registration or Qualification of Shares.~~    Each Benefit is subject to the requirement that, if at any time the Committee determines, in its sole discretion, that the listing, registration or qualification of Shares issuable pursuant to the Program is required by any securities exchange or under any state or federal law (or

~~Abbott Laboratories      Exhibit B-9~~

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corresponding requirements under applicable laws in non-U.S. jurisdictions), or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of a Benefit or the issuance of Shares, no such Benefit shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.
~~(l)~~    ~~Restricted Securities.~~    If the disposition of Shares acquired pursuant to the Program is not covered by a then current registration statement under the Securities Act of 1933 (the "Securities Act"), and is not otherwise exempt from such registration, then such Shares shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder and the Committee may require a Grantee receiving Shares pursuant to the Program, as a condition precedent to receipt of such Shares, to represent to the Company in writing that the Shares acquired by such Grantee is acquired for investment only and not with a view to distribution.
~~(m)~~    ~~Section 409A.~~    To the extent applicable, the Program and Benefit Agreements shall be interpreted in accordance with Section 409A of the Code and Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such Treasury Regulations or other guidance that may be issued after the date the Program became effective (collectively, "Code Section 409A"). Notwithstanding any provision of the Program, to the extent that any Benefit would be subject to Code Section 409A, no such Benefit may be granted if it would fail to comply with the requirements set forth in Code Section 409A. To the extent that the Committee determines that the Program or any Benefit is subject to Code Section 409A and fails to comply with or be exempt from the requirements of Code Section 409A, notwithstanding anything to the contrary contained in the Program or in any Benefit Agreement, the Committee reserves the right to amend or terminate the Program and/or amend, restructure, terminate or replace the Benefit, without the consent of the Grantee, to cause the Benefit to either be exempt from Code Section 409A or to comply with the applicable provisions of such section. Further, notwithstanding anything to the contrary contained in the Program, to the extent permitted by and in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(C)(1), the Committee may extend the maximum term of an Option or Stock Appreciation Right as may be necessary to allow for the exercise of such Option or Stock Appreciation Right for up to thirty days following a period during which the exercise would have violated an applicable Federal, state, local or foreign law. In addition, to the extent a Benefit subject to Code Section 409A is payable upon a termination of employment or service with the Company and its Subsidiaries, such termination shall be deemed to have occurred under the Program with respect to such Benefit on the first day on which an individual has experienced a "separation from service" within the meaning of Code Section 409A; further, with respect to any such Benefit, if the Grantee is one of the Company's "specified employees" under Code Section 409A at the time of the Grantee's separation from service, any payment that otherwise would be made to such Grantee during the first six (6) months on or following his or her separation from service shall not be made until the date that is six (6) months and one (1) day after such separation from service, except to the extent that earlier payment would not result in such Grantee's incurring interest or additional tax under Code Section 409A.
~~(n)~~    ~~No Representations or Covenants with respect to Tax Qualification.~~    Although the Company may endeavor to (i) qualify an Benefit for favorable or specific tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (~~e.g.~~, under Code Section 409A), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, anything to the contrary in this Program, including Section 14(m) hereof, notwithstanding. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Benefits under the Program. Nothing in this Program or in a Benefit Agreement shall provide a basis for any person to take any action against the Company or any Subsidiary based on matters covered by Section 409A of the Code, including the tax treatment of any Benefits, and neither the Company nor any Subsidiary will have any liability under any circumstances to the Grantee or any other party if the Benefit that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant or for any action taken by the Committee with respect thereto.
~~(o)~~    ~~Recoupment Policy.~~
         Any Benefit granted pursuant to this Program is subject to the terms and conditions of the Abbott Laboratories Recoupment Policy, as amended from time to time (the "Policy"), solely in its application to an employee whom the Company has determined, in accordance with its regular practice, is an "officer" as defined under Section 16 of the Exchange Act. Any Benefit (including Benefits that have vested) shall be subject to any recoupment that is required under applicable laws, rules, regulations, or stock exchange listing standards.
~~(p)~~    ~~Governing Law.~~    The Program and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Illinois without giving effect to the conflict of laws principles thereof. Each participant hereby consents to the exclusive jurisdiction of the federal courts in and the state courts of the State of

~~Exhibit B-10      Abbott Laboratories~~

~~Table of Contents~~
Illinois in any dispute concerning or relating to the application of the Policy to the Program or any awards granted thereunder. If the Company prevails in all material respects in any such dispute, the Company shall be entitled to recover its reasonable legal fees and expenses incurred in connection with such dispute.
~~(q)~~    ~~Construction.~~    Any reference in the Program to any law, statute, rule, regulation, or official guidance thereunder, shall be construed as a reference to such law, statute, rule, regulation, or official guidance, as the same may be amended, from time to time, or any successor provision to such law, statute, rule, regulation or official guidance.
~~(r)~~    ~~Effective Date.~~    ~~This Program shall become effective as of April 28, 2017 (the "Effective Date"), subject to the approval of the shareholders of the Company.~~
~~15.~~    ~~DEFINITIONS.~~    ~~For purposes of the Program, the following terms shall be defined as set forth below:~~
         ~~(a)    "Benefit" means a grant under the Program of any of the types of awards described in Section 5(a), and where the context so requires in Section 4, includes grants of awards under the Prior Program.~~
         ~~(b)   "Benefit Agreement" means any written agreement, contract, or other instrument or document evidencing the terms and conditions of a Benefit.~~
         ~~(c)    "Board" means the Board of Directors of the Company.~~
         ~~(d)   "Change in Control" has the meaning ascribed to it in Section 13.~~
         ~~(e)    "Code~~" means the Internal Revenue Code of 1986 as amended. All references herein to specific sections of the Code shall include any successor provisions of the Code or corresponding sections of any future U.S. federal tax code.
         ~~(f)    "Committee" has the meaning ascribed to it in Section 2.~~
         ~~(g)   "Company" or "Abbott" means Abbott Laboratories, a corporation organized under the laws of the State of Illinois, or any successor corporation.~~
         ~~(h)   "Covered Employee" has the meaning ascribed to it in Code Section 162(m)(3).~~
         ~~(i)    "Effective Date" has the meaning ascribed to it in Section 14(r).~~
         ~~(j)    "Exchange Act" means the Securities Exchange Act of 1934, as amended.~~
         ~~(k)   "Executive Vice President, Human Resources" means the Company's Executive Vice President, Human Resources, or the individual holding the equivalent duties and responsibilities.~~
         ~~(l)    "Fair Market Value~~" means, with respect to Shares or other property, the fair market value of such Share or other property determined by such methods or procedures as shall be established from time to time by the Committee.
         ~~(m)  "Full Value Award" means any Benefit, other than an Option or Stock Appreciation Right, which Benefit is settled in Shares.~~
         ~~(n)   "Grantee" means a person who, as a Non-Employee Director of the Company or an employee of the Company or a Subsidiary of the Company, or a beneficiary or estate of such person, has been granted a Benefit.~~
         ~~(o)   "Non-Employee Director" means a member of the Board who is not an employee of the Company or any of its Subsidiaries.~~
         ~~(p)   "Option~~" means a contractual right, granted to a Grantee to purchase Shares at a specified price during a specified period. Options granted under the Program are not intended to be "incentive stock options" within the meaning of Code Section 422.
         ~~(q)   "Other Share-Based Award" means a Benefit granted to a Grantee pursuant to Section 9, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares.~~
         ~~(r)    "Performance Award" has the meaning ascribed to it in Section 8.~~
         ~~(s)    "Performance Goals" has the meaning ascribed to it in Section 8.~~
         ~~(t)    "Prior Program" means the Abbott Laboratories 2009 Incentive Stock Program.~~
         ~~(u)   "Program" means this Abbott Laboratories 2017 Incentive Stock Program, as amended from time to time.~~

~~Abbott Laboratories      Exhibit B-11~~

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         ~~(v)    "Restricted Stock" or "Restricted Stock Award~~" means Shares awarded to a Grantee under Section 7(a), without payment, as compensation for services to the Company or its Subsidiaries, that are subject to vesting restrictions, which may include the attainment of specified Performance Goals.
         ~~(w)   "Restricted Stock Unit~~" means a contractual right to receive a number of Shares or an amount of cash equal to the value of that number of Shares corresponding to the number of units granted to a Grantee, without payment, as compensation for services to the Company or its Subsidiaries, which right may be subject to vesting restrictions including the attainment of Performance Goals.
         ~~(x)    "Shares" means common shares of the Company.~~
         ~~(y)    "Stock Appreciation Right~~" means an Other Share-Based Award, payable in cash or Shares, that entitles a Grantee upon exercise to the excess of the Fair Market Value of the Shares underlying the Benefit over a base price established by the Committee in respect of such Shares.
         ~~(z)    "Subsidiary" has the meaning ascribed to it in Section 13(b).~~
         ~~(aa)  "Treasury Regulations" means the Federal tax regulations promulgated by the United States Department of Treasury; any reference in the Program to a specific Treasury Regulation shall include any successor provision.~~

~~Exhibit B-12      Abbott Laboratories~~

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~~EXHIBIT C~~
~~Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees (Item 6 on Proxy Card)~~
1.~~Introduction.~~    On February 17, 2017, the Board adopted this amended and restated Plan, which shall govern all grants of purchase rights on or after August 1, 2017, provided that shareholders of Abbott Laboratories approve the Plan. For the terms and conditions of the Plan applicable to purchase rights granted prior to August 1, 2017, refer to the version of the Plan in effect as of the date such purchase rights were granted. The purpose of the Plan is to provide an opportunity for non-U.S. Employees of Subsidiaries to purchase Common Shares of Abbott Laboratories and thereby to have the opportunity to share in its growth. The Plan is not intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended.
2.~~Definitions.~~    When used herein, the following words and terms shall have the meanings set forth below, unless a different meaning clearly is required by the context. Whenever appropriate, words used in the singular shall be deemed to include the plural, and~~vice versa, and the masculine gender shall be deemed to include the feminine gender, unless a different meaning clearly is required by the context.~~
         ~~2.1   "Administrator" shall mean the Compensation Committee of the Board or any other committee as the Board may designate from time to time in its sole discretion.~~
         ~~2.2   "Board" shall mean the Board of Directors of the Company.~~
         ~~2.3   "Common Share" shall mean a Common Share, no par value, of the Company.~~
         ~~2.4   "Company" shall mean Abbott Laboratories, an Illinois corporation.~~
         2.5   "Eligible Compensation" shall mean the basic rate of cash remuneration of an Employee as it appears on the books and records of the Employee's Employer for services rendered. To the extent permitted by applicable law, each Employer with the approval of the Administrator shall have the authority to determine what constitutes the basic rate of cash remuneration for purposes of the definition of "Eligible Compensation," consistent with local custom and past practice.
         2.6   "Employee" shall mean an individual who is classified as an employee by an Employer in its sole discretion on its payroll records and who is ineligible to participate in the Abbott Laboratories Stock Retirement Plan. "Employee" shall include a full-time employee and a permanent part-time employee of an Employer. For all purposes hereunder, except as otherwise provided by the Administrator, a Participant's employment or service with an Employer shall be deemed to be terminated on the day such entity ceases to be a Subsidiary of the Company.
         ~~2.7   "Employer" shall mean each Subsidiary that has been designated by the Administrator or its delegate as eligible to participate in the Plan with respect to its Employees.~~
         ~~2.8   "Enrollment Period" shall mean such period of time, as determined by each Employer in its sole discretion, preceding an Offering Date during which an Employee may enroll in the Plan.~~
         2.9   "Fair Market Value" of a Common Share shall mean the closing price of a single Common Share reported in the New York Stock Exchange Composite Transactions on the relevant date, or, if no sale shall have been reported on that date, the closing price reported in the New York Stock Exchange Composite Transactions on the last preceding day on which there was a sale.
         ~~2.10 "IVR" shall mean interactive voice response system.~~
         ~~2.11 "Offering Date" shall mean the first business day of each Purchase Cycle.~~
         ~~2.12 "Participant" shall mean an Employee who elects to participate in the Plan in accordance with Section 4 of the Plan.~~
         2.13 "Plan" shall mean the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees, as amended from time to time. Prior to being renamed effective as of August 1, 2017, it was known as the Abbott Laboratories 2009 Employee Stock Purchase Plan for Non-U.S. Employees (the "2009 Plan").
         ~~2.14 "Purchase Date" shall mean the last business day of each Purchase Cycle, or such other date as may be established by the Administrator pursuant to Section 9.2(b) or Section 11.2.~~

~~Abbott Laboratories      Exhibit C-1~~
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         ~~2.15 "Purchase Cycle" shall mean each six-month period, or such other period as determined by the Administrator in its sole discretion pursuant to Section 5.2.~~
         2.16 "Subsidiary" shall mean any corporation, partnership, joint venture, business trust or other entity 50% or more of the voting stock or control of which is owned, directly or indirectly, by the Company.
         ~~2.17 "U.S." shall mean the United States of America.~~
3.~~Eligibility.~~    Any person who is an Employee during the Enrollment Period, other than an officer or director of the Company, shall be eligible to enroll and participate in the Plan. Notwithstanding the foregoing, the Administrator or, to the extent permitted by applicable law, each Employer may prospectively condition participation by an Employee upon a period of service with such Employer.
4.~~Participation and Withdrawal.~~
         ~~4.1~~    ~~Enrollment.~~    An eligible Employee may become a Participant with respect to an upcoming Purchase Cycle by filing with his Employer during the Enrollment Period preceding the Offering Date a completed authorization and enrollment form, or by following an IVR, electronic or other enrollment process as prescribed by his Employer. Unless otherwise determined by his Employer, an eligible Employee who fails to follow the prescribed procedures to enroll in the Plan on or before the enrollment deadline for such Offering Date shall not participate in the Plan with respect to that Purchase Cycle, but instead may participate in the next following Purchase Cycle. Under procedures established by his Employer, a Participant's authorization and enrollment form shall continue in effect from one Purchase Cycle to the next, unless the Participant suspends his payroll deductions or contributions or discontinues his participation in accordance with Section 4.3. Notwithstanding the foregoing, an Employer may permit a new Employee who commences employment as a result of a merger, acquisition, purchase of assets or business, spin-off, or other corporate transaction involving the Employer, to become a Participant during the Purchase Cycle in which he becomes a new Employee, in accordance with such procedures and enrollment process as prescribed by the Employer.
         ~~4.2~~    ~~Payroll Deductions/Contributions.~~
                 (a)    An eligible Employee may authorize payroll deductions at the rate of 1% to 10% (or such other maximum percentage as specified by the Administrator), in whole percentages only, of the Employee's Eligible Compensation. Where payroll deductions are prohibited under local law, an Employer may permit its Employees to contribute to the Plan by an alternative method of contribution, including (but not limited to) personal checks or direct debits from personal banking accounts. Payroll deductions or contributions shall commence as of the Offering Date and as soon as administratively practicable following the date on which the eligible Employee completes the enrollment process, subject to any approvals or other requirements under local law. Each Employer may use the payroll deductions or contributions of its Participants for any corporate purpose, except where prohibited by local law. Neither the Company nor the Employer shall be obligated to segregate such payroll deductions or contributions, except as required by local law.
                 (b)   Each Employer shall maintain a separate bookkeeping account, or other type of account if required by local law, for each of its Employees who participate in the Plan and shall credit to that account all payroll deductions or contributions made by or on behalf of the Employee pursuant to Section 4.2(a). No interest shall be paid or credited to the account of any Participant except where required by local law.
                 (c)    Unless otherwise prohibited under local law or unless alternative procedures are established by the Administrator in its sole discretion, each Employer shall convert the payroll deductions or contributions of its Participants paid in non-U.S. currency into U.S. dollars as soon as reasonably practicable following the applicable payroll deduction date. Each Employer shall hold such amounts in U.S. dollars until the end of the applicable Purchase Cycle when such amounts shall be forwarded to the Company for the purchase of Common Shares for Participants on the Purchase Date.
                 (d)   Subject to Section 4.2(a) and such other limitations and requirements, if any, as prescribed by his Employer, a Participant may prospectively increase or decrease the rate of payroll deductions or contributions at any time by filing a new authorization with his Employer or by following IVR, electronic or other procedures prescribed by his Employer. Such increase or decrease shall become effective as of the next Purchase Cycle. If a Participant fails to follow such procedures to change the rate of payroll deductions or contributions, the rate of payroll deductions or contributions shall remain unchanged at the originally elected rate throughout the Purchase Cycle and future Purchase Cycles, unless reduced to reflect a change by the Administrator in the maximum permissible rate.
         ~~4.3~~    ~~Suspension of Payroll Deductions/Contributions or Discontinuance of Participation.~~
                 (a)    Under procedures established by his Employer, a Participant may suspend payroll deductions or contributions, or discontinue participation under the Plan, at any time during a Purchase Cycle by completing and

~~Exhibit C-2      Abbott Laboratories~~

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filing an authorization form with his Employer, or by following IVR, electronic or other procedures prescribed by his Employer. Such suspension or discontinuance shall become effective as soon as administratively practicable.
                 (b)   Upon the suspension of payroll deductions or contributions during a Purchase Cycle, the amount credited to the Participant's account as of the date of suspension shall be used to purchase Common Shares pursuant to Section 6 of the Plan. A Participant who suspends payroll deductions or contributions during a Purchase Cycle shall not be entitled to participate in any future Purchase Cycle and shall have no additional amounts withheld or contributed until he completes a new authorization with his Employer for a subsequent Purchase Cycle or otherwise complies with his Employer's enrollment process in accordance with the enrollment procedures set forth in Section 4.1.
                 (c)    Upon the Participant's discontinuation of participation during a Purchase Cycle, the amount credited to the Participant's account shall be refunded as soon as administratively practicable without interest (unless otherwise required by local law). Such Participant shall be ineligible to participate in the Plan until he re-enrolls in the Plan for a subsequent Purchase Cycle in accordance with the enrollment procedures set forth in Section 4.1.
         ~~4.4~~    ~~Termination of Employment.~~    If a Participant terminates employment with his Employer for any reason (including death, disability or retirement) prior to the expiration of a Purchase Cycle, the Participant's participation in the Plan shall immediately terminate, and the amount credited to the Participant's account shall be refunded to the Participant or the Participant's estate without interest (unless otherwise required by local law) as soon as administratively practicable. Each Employer in its discretion shall determine whether its Employees have terminated employment for purposes of the Plan, and such determinations shall be final and binding on all parties. Each Employer also may establish rules regarding when a leave of absence or other changes of employment status will be considered to be a termination of employment with respect to its Employees for purposes of the Plan.
5.~~Offering.~~
         ~~5.1~~    ~~Authorized Shares.~~    Subject to adjustment pursuant to Section 8 of the Plan, the maximum number of Common Shares that may be issued pursuant to the Plan shall be Fifteen Million (15,000,000) shares, which includes the number of Common Shares that remain available for future issuance, as of the date the shareholders of the Company approve the Plan, under the 2009 Plan. Such shares may be authorized but unissued shares, treasury shares, shares purchased on the open market, or a combination of each, as determined from time to time by the Board. If any purchase right granted shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject to that purchase right shall again become available for purposes of the Plan. If on any Purchase Date the number of shares otherwise purchasable by Participants is greater than the number of shares then remaining available under the Plan, the Administrator shall allocate the available shares among the Participants in such manner as it deems appropriate in its sole discretion. To the extent permitted under applicable stock exchange rules, shares may be purchased pursuant to a formula under sub-plans without regard to the limits of this Section 5.1.
         ~~5.2~~    ~~Purchase Cycles.~~    Unless otherwise determined by the Administrator, including with respect to a particular jurisdiction, Subsidiary, or sub-plan: (a) the duration of each Purchase Cycle shall be six consecutive calendar months; (b) each Purchase Cycle shall commence on January 1 or July 1; and (c) subsequent Purchase Cycles shall run consecutively after each preceding Purchase Cycle. Except where prohibited by applicable law, the Administrator shall have the power to make any such changes without Board approval, and without regard to the expectations of any Participants; provided, however, that the Company and/or Employer shall notify Participants of any such change at least 30 days before such change becomes effective.
         ~~5.3~~    ~~Grant of Purchase Right.~~    On each Offering Date, each Participant who has timely enrolled in a Purchase Cycle in accordance with Section 4.1 shall be granted the right to purchase that number of Common Shares which may be purchased with the balance credited to the Participant's account as of the applicable Purchase Date.
         ~~5.4~~    ~~Purchase Cycle Limitation.~~    Notwithstanding any other provision of the Plan to the contrary, no Participant may contribute more than the equivalent in local currency of US$12,500 during each Purchase Cycle towards the purchase of Common Shares under the Plan. Any amounts contributed in excess of this limitation shall be carried over to the immediately following Purchase Cycle, or shall be refunded to the Participant, as the Employer in its sole discretion shall determine.
6.~~Purchase of Shares.~~
         ~~6.1~~    ~~Automatic Purchase of Shares.~~    Unless a Participant has previously ceased participation in the Plan during a Purchase Cycle, a Participant's purchase right shall be automatically exercised on each Purchase Date to purchase that number of full Common Shares which the balance credited to the Participant's account shall entitle him to purchase. Any cash remaining in a Participant's account after the purchase of Common Shares may, unless otherwise determined by the Administrator, be applied to purchase a notional interest in a fractional Common Share, and shall

~~Abbott Laboratories      Exhibit C-3~~

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~~remain in the Participant's account. Upon distribution of a Participant's account, any interest in a fractional Common Share will be paid in cash.~~
         ~~6.2~~    ~~Purchase Price.~~    The purchase price for a single Common Share for each Purchase Cycle shall be 85% of the lesser of: (a) the Fair Market Value of a Common Share on the Offering Date; and (b) the Fair Market Value of a Common Share on the Purchase Date.
7.~~Payment and Delivery.~~
         ~~7.1~~    ~~Direct Deposit of Shares.~~    Unless and until otherwise determined by the Administrator, all Common Shares purchased under the Plan on the Purchase Date shall be deposited directly into an account established in the name of each Participant with a broker or agent designated by the Administrator. Upon the purchase and allocation of Common Shares, each Employer shall deliver (by electronic or other means) to its Participants a record of the Common Shares credited to the Participant's account. The Administrator may authorize the broker or agent to utilize electronic or automated methods of share transfer for these purposes.
         ~~7.2~~    ~~Mandatory Retention of Shares.~~    Before the commencement of any Purchase Cycle, the Administrator may require that: (a) any Common Shares purchased under the Plan during such Purchase Cycle be retained with a designated broker or agent for a designated period of time (and may restrict dispositions during that period) and/or may establish other procedures to restrict transfer of such Common Shares; and/or (b) Common Shares purchased under the Plan automatically participate in a dividend reinvestment plan or program maintained by the Company.
         ~~7.3~~    ~~Fully-Paid and Non-Assessable.~~    The Company shall retain the amount of payroll deductions or contributions transmitted by each Employer and used to purchase Common Shares as full payment for the Common Shares, and the Common Shares shall then be fully paid and non-assessable.
         ~~7.4~~    ~~No Voting or Dividend Rights.~~    No Participant shall have any voting, dividend, or other shareholder rights with respect to Common Shares subject to any purchase right under the Plan until the Common Shares have been purchased and delivered to the Participant or into an account for the benefit of the Participant, as provided in this Section 7.
8.~~Recapitalization.~~
         ~~8.1~~    ~~In General.~~    If after the grant of a purchase right, but prior to the purchase of Common Shares with respect to a particular Purchase Cycle, there is any increase or decrease in the number of outstanding Common Shares because of a stock split, stock dividend, combination or recapitalization, the Administrator in its sole discretion shall make any such substitution or adjustment, if any, as it deems appropriate, with respect to: (a) the maximum number and kind of Common Shares specified in Section 5.1; (b) the purchase price per Common Share and the number of Common Shares covered by each outstanding purchase right; and (c) any other limitations provided under this Plan. The Administrator shall take any further actions which, in the exercise of its discretion, may be necessary or appropriate under the circumstances.
         ~~8.2~~    ~~Adjustments.~~    In the event the Company effects one or more reorganizations, recapitalizations, spinoffs, split-ups, rights offerings or reductions of its outstanding Common Shares, the Administrator in its sole discretion may make any such substitution or adjustment, if any, as it deems appropriate, with respect to: (a) the number and kind of shares specified in Section 5.1, (b) the purchase price per Common Share and the number of Common Shares covered by each outstanding purchase right, and (c) any other limitations provided under this Plan.
         ~~8.3~~    ~~Binding Decisions.~~    ~~The determinations of the Administrator under this Section 8 shall be conclusive and binding on all parties.~~
9.~~Merger, Liquidation, Other Company Transactions.~~
         ~~9.1~~    ~~Liquidation or Dissolution.~~    In the event of the proposed liquidation or dissolution of the Company, the Purchase Cycle then in progress shall terminate immediately prior to the consummation of such proposed liquidation or dissolution, unless otherwise provided by the Administrator in its sole discretion, and all outstanding purchase rights shall automatically terminate and the amounts of all payroll deductions or employee contributions will be refunded without interest (unless otherwise required under local law) to the Participants as soon as reasonably practicable.
         ~~9.2~~    ~~Sale or Merger.~~    In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger or consolidation of the Company with or into another entity, then in the sole discretion of the Administrator: (a) each purchase right shall be assumed, or an equivalent purchase right shall be substituted, by the successor corporation or parent or subsidiary of such successor corporation; or (b) a new Purchase Date shall be

~~Exhibit C-4      Abbott Laboratories~~

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~~established by the Administrator on or before the date of consummation of such merger, consolidation or sale, and all outstanding purchase rights shall be automatically exercised on such new date.~~
~~10.~~~~Transferability.~~    Purchase rights granted to Participants may not be voluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and are exercisable during the Participant's lifetime only by the Participant. Any attempted assignment, transfer, pledge, or other disposition of a purchase right hereunder shall be null and void and without effect. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, such act shall be treated as an election by the Participant to discontinue participation in the Plan pursuant to Section 4.3 of the Plan.
~~11.~~~~Amendment or Termination of the Plan.~~
         ~~11.1~~    ~~Term of Plan.~~    ~~The Plan shall continue until July 31, 2027, unless previously terminated in accordance with Section 11.2.~~
         ~~11.2~~    ~~Amendment and Termination.~~    The Board may amend the Plan from time to time as it deems desirable in its sole discretion without approval of the shareholders of the Company, except to the extent shareholder approval is required by Rule 16b-3 of the Securities Exchange Act of 1934, as amended, applicable New York Stock Exchange or other stock exchange rules, or other applicable laws or regulations. The Board may terminate or suspend the Plan at any time in its sole discretion, including shortening a Purchase Cycle and establishing a new Purchase Date for such Purchase Cycle for some or all Participants in connection with a spin-off or other similar corporate event. The termination, suspension or amendment of the Plan shall not alter or impose rights or obligations under any purchase right theretofore granted under the Plan in any material adverse way without the consent of the affected Participants, unless such termination, suspension or amendment is necessary or advisable to qualify for or comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to qualify or comply, including, without limitation, pursuant to Section 18 hereof.
~~12.~~~~Administration.~~    The Administrator shall have the power, authority and responsibility for the day-to-day administration of the Plan, the power, authority and responsibility specifically provided in this Plan, and any additional duties and responsibilities approved by the Board. To the extent permitted under applicable law, the Administrator may delegate its power, authority and responsibilities under the Plan to one or more officers of the Company at any time in its sole discretion. The Administrator and, to the extent permitted under applicable law, its delegate, shall have full power and authority to promulgate any rules and regulations which are deemed necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, to correct any defect or supply any omission or reconcile any inconsistency in the terms of the Plan and any enrollment form or other instrument or agreement relating to the Plan, to make factual determinations relevant to Plan entitlements and to take all action in connection with administration of the Plan as deemed necessary or advisable. Decisions of the Administrator and, where applicable, its delegate, shall be final and binding upon all Participants. The Company shall pay all reasonable expenses incurred in the administration of the Plan. Neither the Administrator nor any delegate of the Administrator shall be liable for any action or determination made in good faith with respect to the Plan or any purchase right granted hereunder.
~~13.~~~~Rules for Certain Jurisdictions.~~    Notwithstanding anything in the Plan to the contrary other than Section 11.1, the Administrator may, in its sole discretion: (a) amend or vary the terms of the Plan in order to conform such terms with the requirements of each jurisdiction where an Employer is located; (b) amend or vary the terms of the Plan in each jurisdiction where an Employer is located as it considers necessary or desirable to take into account or to mitigate or reduce the burden of taxation and social security contributions for Participants and/or the Employer; or (c) amend or vary the terms of the Plan in a jurisdiction where the Employer is located as it considers necessary or desirable to meet the goals and objectives of the Plan. The Administrator may, where it deems appropriate in its sole discretion, establish one or more sub-plans for these purposes. Without limitation to the above, the Abbott Laboratories, Limited Employee Stock Purchase Plan and the Abbott Laboratories Employee Share Ownership Plan shall each constitute a sub-plan to the Plan. The Administrator may, in its sole discretion, establish administrative rules and procedures to facilitate the operation of the Plan in such jurisdictions. The terms and conditions contained herein which are subject to variation in a jurisdiction shall be reflected in a written attachment to the Plan for each Employer in such jurisdiction, or shall be otherwise documented in such manner as may be prescribed by the Administrator. To the extent permitted under applicable law, the Administrator may delegate its authority and responsibilities under this Section 13 to one or more officers of the Company.
~~14.~~~~Compliance with Legal and Exchange Requirements.~~    The Company shall not be under any obligation to issue Common Shares upon the exercise of any purchase right unless and until the Company has determined that: (a) it and the Participant have taken all actions required to register the Common Shares under the Securities Act of 1933, or to perfect an exemption from the registration requirements thereof; (b) any applicable listing requirement of any

~~Abbott Laboratories      Exhibit C-5~~

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~~stock exchange on which the Common Shares are listed has been satisfied; and (c) all other applicable provisions of U.S. federal, state, local and applicable non-U.S. law have been satisfied.~~
~~15.~~~~Governmental Approvals.~~    This Plan and the Company's obligation to sell and deliver shares of Common Shares under the Plan in any jurisdiction shall be subject to approval of any governmental authority required in connection with the Plan or the authorization, issuance, sale, or delivery of Common Shares hereunder in such jurisdiction.
~~16.~~~~No Enlargement of Employee Rights.~~    Nothing contained in this Plan shall be deemed to give any Employee the right to be retained in the employ of the Company or an Employer or to interfere with the right of the Company or an Employer to discharge any Employee at any time. Any rights or benefits provided under this Plan shall not be considered part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service awards, pension, retirement or similar payments.
~~17.~~~~Withholding Taxes.~~    In the event that the Company or an Employer is required to withhold any applicable taxes in respect of any compensation or other income realized by a Participant under the Plan, the Company or such Employer may deduct from any benefits of any kind otherwise due to such Participant, including without limitation the proceeds of any sale of Common Shares for the account of the Participant, the aggregate amount of such applicable taxes required to be withheld or, if such payments are insufficient to satisfy such applicable taxes, the Participant will be required to pay to the Company or such Employer, or make other arrangement satisfactory to the Company or such Employer regarding payment to the Company or such Employer of, the aggregate amount of any such taxes.
~~18.~~~~Code Section 409A.~~    Notwithstanding any provision in the Plan to the contrary, if the Administrator determines that a purchase right granted under the Plan to a Participant who is subject to U.S. federal income tax may be subject to Section 409A of the Code or that any provision in the Plan would cause such a purchase right under the Plan to be subject to Section 409A of the Code, the Administrator may amend the terms of the Plan and/or of the outstanding purchase right or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant's consent, to exempt the outstanding purchase right or future purchase right that may be granted under the Plan from, or to allow any such purchase rights to comply with Section 409A of the Code, provided that any such amendment or action by the Administrator would not violate Section 409A of the Code. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the purchase right under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Administrator with respect thereto. The Company makes no representation that any purchase right under the Plan is compliant with Section 409A of the Code.
~~19.~~~~Governing Law.~~    This Plan shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflicts of law principles. Each sub-plan established pursuant to Section 13 of the Plan shall be governed by and construed in accordance with the laws of the applicable jurisdiction, unless otherwise provided in such sub-plan document.
~~20.~~~~Severability.~~    If any provision of the Plan shall be held illegal or invalid in any jurisdiction, such illegality or invalidity shall not affect the remaining provisions of the Plan in such jurisdiction, or any provision of the Plan in any other jurisdiction, and the Plan shall be construed and applied in such jurisdiction as if the invalid provision had never been contained herein.
~~21.~~~~Effective Date.~~    ~~This amended and restated Plan shall be effective August 1, 2017, subject to the approval of the shareholders of the Company.~~

~~Exhibit C-6      Abbott Laboratories~~

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~~ANNEX I~~
~~NON-GAAP RECONCILIATION OF FINANCIAL INFORMATION~~
Abbott uses various non-GAAP financial measures to adjust for factors that are unusual or unpredictable, such as cost reduction initiatives, restructuring programs, integration activities and other business acquisition-related costs, separation activities, and favorable adjustments to tax expense as a result of the resolution of tax positions from a previous year. These non-GAAP financial measures also exclude intangible amortization expense to provide greater visibility on the results of operations excluding these costs, similar to how Abbott's management internally assesses performance.
Abbott's management believes the presentation of these non-GAAP financial measures provides useful information to investors regarding Abbott's results of operations as these non-GAAP financial measures allow investors to better evaluate ongoing business performance. Abbott's management also uses these non-GAAP financial measures internally to monitor performance. Abbott, however, cautions investors to consider these non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

~~Abbott Laboratories and Subsidiaries~~
~~Non-GAAP Reconciliation of Financial Information From Continuing Operations~~
~~Fiscal Year Ended December 31, 2016 and 2015~~
~~(in millions, except per share data)~~
~~(Unaudited)~~

2016

As
Reported
(GAAP)

Specified
Items

As
Adjusted

% to
Sales

Intangible Amortization
$ 550 $ (550) —

Gross Margin
11,279 661 $ 11,940 57.3%

R&D
1,422 (77) 1,345 6.5%

SG&A
6,672 (249) 6,423 30.8%

Interest expense, net
332 (240) 92
��

Net foreign exchange (gain) loss
495 (480) 15

Other (Income) Expense, Net
945 (910) 35

Earnings from Continuing Operations before taxes
1,413 2,617 4,030

Taxes on Earnings from Continuing Operations
350 399 749

Net Earnings from Continuing Operations
1,063 2,218 3,281

Diluted Earnings per Share from Continuing Operations
$ 0.71 $ 1.49 $ 2.20

Specified items reflect intangible amortization expense of $550 million, an adjustment to the equity investment in Mylan of $947 million, the impact of the foreign exchange loss in Venezuela of $480 million, and other expenses of $640 million, primarily associated with acquisitions, including bridge facility fees, and charges related to cost reduction initiatives and other expenses and the recognition of approximately $70 million of deferred taxes associated with the sale of AMO that was pending at year-end, partially offset by a net tax benefit of approximately $225 million, primarily as a result of the resolution of various tax positions from prior years.

~~Abbott Laboratories      Annex I-1~~
~~Table of Contents~~

2015

As
Reported
(GAAP)

Specified
Items

As
Adjusted

% to
Sales

Intangible Amortization
$ 601 $ (601) —

Gross Margin
11,057 755 $ 11,812 57.9%

R&D
1,405 (85) 1,320 6.5%

SG&A
6,785 (272) 6,513 31.9%

Other (Income) Expense, Net
(281) 288 7

Earnings from Continuing Operations before taxes
3,183 824 4,007

Taxes on Earnings from Continuing Operations
577 172 749

Net Earnings from Continuing Operations
2,606 652 3,258

Diluted Earnings per Share from Continuing Operations
$ 1.72 $ 0.43 $ 2.15

Specified items reflect intangible amortization expense of $601 million and other expenses of $510 million, primarily associated with cost reduction initiatives and acquisitions, partially offset by a gain on the sale of a portion of Abbott's position in Mylan N.V. stock of $207 million and a decrease in the fair value of contingent consideration related to a business acquisition.
The calculations of Adjusted Return on Assets and Adjusted Return on Equity reflect Adjusted Net Earnings from Continuing Operations. The calculation of Adjusted Return on Equity also excludes the impact of foreign exchange on equity relative to the goal target.

~~Annex I-2      Abbott Laboratories~~

~~Table of Contents~~
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400 U.S.A.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
AND PROXY STATEMENT
MEETING DATE
APRIL ~~28, 2017~~24, 2020

YOUR VOTE IS IMPORTANT
Please sign and promptly return your proxy in the
enclosed envelope or vote your shares by telephone or using the Internet.

If you plan to attend the meeting, please complete and return the Reservation Form directly to Abbott Laboratories, Annual Meeting Ticket Requests, H395 AP6C, 100 Abbott Park Road, Abbott Park, Illinois 60064-6048. Due to space limitations, Reservation Forms must be received before April ~~21, 2017.~~17, 2020. An admission card, along with a form of photo identification, admits one person. A shareholder may request two admission cards, but a guest must be accompanied by a shareholder.
To avoid a delay in the receipt of your admission card, do not return this form with your proxy card or mail it in the enclosed business envelope.

~~NNNNNNNNNNNN . + NNNNNN C 1234567890~~MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ~~Important Notice Regarding~~received by April 24, 2020, at 1:00 A.M., Central Time. Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/abt delete QR code and control # oΔr scan the ~~Availability of Proxy Materials for the Abbott Laboratories Annual Meeting of Shareholders to be Held on April 28, 2017 Under Securities and Exchange Commission rules, you~~QR code — login details are receiving this notice that the proxy materials for the Annual Meeting of Shareholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a paper copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at: www.investorvote.com/abt : Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.investorvote.com/abt. Step 2: Click the icon on the right to view the current meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Paper Copy of the Proxy Materials – If you want to receive a paper copy of these documents, you must request one. There is no charge to you for this request. Please make your request as instructed on the reverse side of this Notice on or before April 17, 2017 to facilitate timely delivery. + C O Y 02IONB NNNNNNNNN Annual Meeting Notice1234 5678 9012 345 IMPORTANT ANNUAL MEETING INFORMATION

. Abbott Laboratories Annual Meeting of Shareholders will be held at 9:00 a.m. Central Time on April 28, 2017 at the corporation’s headquarters, 100 Abbott Park Road, at the intersection of Route 137 and Waukegan Road, Lake County, Illinois. Items to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR Items 1, 2, 3, 5 and 6, and with respect to Item 4 for 1 YEAR. 1. Election of 11 Directors: (01) R.J. Alpern, (02) R.S. Austin, (03) S.E. Blount, (04) E.M. Liddy, (05) N. McKinstry, (06) P.N. Novakovic, (07) W.A. Osborn, (08) S.C. Scott III, (09) D.J. Starks, (10) G.F. Tilton, and (11) M.D. White. Ratification of Ernst & Young LLP as auditors Say on Pay – An Advisory Vote to Approve Executive Compensation Say When On Pay - An Advisory Vote to Approve The Frequency of Shareholder Votes On Executive Compensation Approval of the Abbott Laboratories 2017 Incentive Stock Program Approval of the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees 2. 3. 4. 5. 6. The Board of Directors recommends a vote AGAINST Item 7. 7.Shareholder Proposal – Independent Board Chairman PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you plan to attend the Annual Meeting of Shareholders, please complete and return the reservation form on the back cover of the proxy statement, which can be found online at www.investorvote.com/abt. Directions to the Abbott Laboratories 2017 Annual Meeting of Shareholders are available in the proxy statement, which can be viewed at www.investorvote.com/abt. Here’s how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of the current meeting materials, you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side of this notice when requesting a set of proxy materials. g Internet – Go to www.investorvote.com/abt. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. Email – Send an email to investorvote@computershare.com with “Proxy Materials Abbott Laboratories” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar onbelow. Phone Call toll free 1-800-652-VOTE (8683) within the ~~reverse side of this notice,~~USA, US territories and ~~state in the email that you want a~~Canada Save paper, ~~copy of current meeting materials. You can also state your preference to receive a paper copy of future meeting materials. To facilitate timely~~time and money! Sign up for electronic delivery ~~all requests for a paper copy of the proxy materials must be received by April 17, 2017. g g 02IONB Annual Meeting Notice~~
MMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6at www.investorvote.com/abt Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF ~~YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q ~~Telephone~~5, 6 and Internet Voting Instructions - You can vote by telephone OR Internet! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.7. + To vote using the Telephone (within the USA, US territories & Canada) To vote using the Internet • Go to the following web site: www.investorvote.com/abt • Enter the information requested on your computer screen and follow the simple instructions. • Call toll free 1-800-652-VOTE (8683) in the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. • Follow the simple instructions provided by the recorded message.Abstain 1. Election of ~~11 Directors Nominees: (01)~~14 Directors: 01 - R.J. Alpern ~~(05)~~05 - M.A. Kumbier 09 - P.N. Novakovic 13 - G.F. Tilton 02 - R.S. Austin 03 - S.E. Blount 07 - D.W. McDew 11 - D.J. Starks 04 - R.B. Ford 08 - N. McKinstry ~~(09) D.J. Starks, 1 Year 2 Years 3 Years Abstain (02) R.S. Austin, (06) P.N. Novakovic, (10) G.F. Tilton, (03) S.E. Blount, (07)~~12 - J.G. Stratton For Against 06 - E.M. Liddy 10 - W.A. Osborn ~~and (11)~~14 - M.D. White ~~(04) E.M. Liddy, (08) S.C. Scott III,~~ 4. ~~Say When On Pay~~Shareholder Proposal - ~~An Advisory Vote~~Lobbying Disclosure Mark here to ~~Approve The Frequency of Shareholder Votes On Executive Compensation ForAgainst Abstain 5. Approval of the Abbott Laboratories 2017 Incentive Stock Program To Vote~~vote FOR ~~All Nominees To~~all nominees Mark here to WITHHOLD ~~Vote From All Nominees To Vote FOR All Nominees, except withhold~~ vote from all nominees 5. Shareholder Proposal - Non-GAAP Financial Performance Metrics Disclosure For All EXCEPT - To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) ~~listed below~~below. 6. ~~Approval of the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees~~Shareholder Proposal - Shareholder Voting on By-Law Amendments _____________________________________________________________________ 7. Shareholder Proposal - Simple Majority Vote For Against Abstain 2. Ratification of Ernst & Young LLP as Auditors 3. Say on Pay – An Advisory Vote to Approve Executive Compensation ~~ForAgainst Abstain 7. Shareholder Proposal – Independent Board Chairman MMMMIMF VOTIMNG BYMAIL, YOU MUST COMPLETE BOTH SIDES OF THIS CARD. For address changes and/~~Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or ~~comments~~custodian, please ~~check this box~~give full title and, ~~write them on~~where more than one is named, a majority should sign. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the ~~back where indicated.~~box. Signature 2 — Please keep signature within the box. MMMMMMM C 1234567890 J N T 4 6 4 1 9 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND + MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND ~~1 P C F 3 1 8 2 6 7 1~~ MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND ~~02IOLD~~+ 1 P C F 4 036EDD MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. The Board of Directors recommends ~~that you~~a vote AGAINST ~~Item 7.~~Items 4, A Proposals — The Board of Directors ~~recommends that you~~recommend a vote FOR all the nominees listed in Item 1 and FOR Items 1, 2 ~~3, 5~~ and ~~6, and with respect to Item 4 for 1 YEAR.~~3. 2020 Annual Meeting Proxy Card1234 5678 9012 345 ~~X IMPORTANT ANNUAL MEETING INFORMATION~~

. q IF ~~YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + Proxy ~~— Abbott Laboratories + SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS~~Solicited on Behalf of the Board of Directors for Annual Meeting - April 24, 2020 The undersigned, revoking all previous proxies, acknowledges receipt of the Notice and Proxy Statement dated March ~~17, 2017,~~13, 2020, in connection with the Annual Meeting of Shareholders of Abbott Laboratories to be held at 9:00 a.m. on April ~~28, 2017,~~24, 2020, at the corporation’s headquarters, and hereby appoints ~~MILES~~Miles D. ~~WHITE~~White and ~~HUBERT~~Hubert L. ~~ALLEN,~~Allen, or either of them, proxy for the undersigned, with full power of substitution, to represent and vote all shares of the undersigned upon all matters properly coming before the Annual Meeting or any adjournments thereof. If the undersigned is a participant in the Abbott Laboratories Stock Retirement Plan, then this card also instructs the plan’s Investment Committee to vote as specified at the ~~2017~~2020 Annual Meeting of Shareholders, and any adjournments thereof, all shares of Abbott Laboratories held in the undersigned’s plan account upon the matters indicated and in their discretion upon such other matters as may properly come before the meeting. INSTRUCTIONS: This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Items 1 and 2 and 3 and 5 and 6, AGAINST Item 7, and with respect to item 4 for 1 YEAR, and in accordance with the judgment of the proxy holders on any other matters that are properly brought before the meeting. Abbott’s proxy holders reserve the right to vote shares cumulatively in their sole discretion so that one or more of the nominees may receive fewer votes than other nominees (or no votes at all). This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no such directions are indicated, this proxy will be voted FOR the election of the nominees listed in Item 1, FOR Items 2 and 3, and AGAINST Items 4, 5, 6 and 7. In their discretion, the proxy holders are authorized to vote upon any other matters as may properly come before the meeting. (Items to be voted appear on reverse side) Change of Address — Please print ~~your~~ new address below. Comments — Please print your comments below. ~~(Important - Please~~+ C Non-Voting Items Proxy — Abbott Laboratories Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign and date below.) Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. Each joint tenant should sign; executors, administrators, trustees, etc. should give full title and, where more than one is named, a majority should sign. Please read other side before signing. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + IF VOTING BY MAIL, YOU MUST COMPLETE BOTH SIDES OF THIS CARD.up at www.investorvote.com/abt


		PAGE

Notice of Annual Meeting of Shareholders		2
Proxy Summary		3
Information About the Annual Meeting		10
Who Can Vote		10
Notice and Access		10
Cumulative Voting		10
Voting by Proxy		10
Revoking a Proxy		10
Discretionary Voting Authority		10
Quorum and Vote Required to Approve Each Item on the Proxy		11
Effect of Withhold Votes, Broker Non-Votes, and Abstentions		11
Inspectors of Election		11
Cost of Soliciting Proxies		11
Abbott Laboratories Stock Retirement Plan		11
Confidential Voting		12
Householding of Proxy Materials		12
Nominees for Election as Directors ~~(Item~~ (Item 1 on Proxy Card)		13
The Board of Directors and its Committees		1920
The Board of Directors		19
~~Leadership Structure~~		19
~~Director Selection~~		20
~~Board Diversity and Composition~~ Leadership Structure		20
~~Committees of the~~ Director Selection		21
Board ~~of Directors~~Diversity and Composition		22
~~Communicating with the~~ Board ~~of Directors~~Evaluation Process		23
~~Corporate Governance Materials~~		23
~~2016 Director Compensation~~ Committees of the Board of Directors		24
Communicating with the Board of Directors		26
Corporate Governance Materials		26
2019 Director Compensation		27
Security Ownership of Executive Officers and Directors		2629
Executive Compensation		2730
Compensation Discussion and Analysis		2730
Compensation Committee Report		4150
Compensation Risk Assessment		4251
Summary Compensation Table		4453
~~2016~~ 2019 Grants of Plan-Based Awards		4755
~~2016~~ 2019 Outstanding Equity Awards at Fiscal Year-End		4856
~~2016~~ 2019 Option Exercises and Stock Vested		5462
Pension Benefits		5462
~~2016 Nonqualified Deferred Compensation~~		57
Potential Payments Upon Termination or Change in Control		5865
~~Ratification of Ernst & Young LLP as Auditors~~ ~~(Item 2 on Proxy Card)~~CEO Pay Ratio		61
~~Report of the Audit Committee~~		6267


		PAGE

Ratification of Ernst & Young LLP as Auditors (Item 2 on Proxy Card)		68
Report of the Audit Committee		69
Say on Pay—An Advisory Vote on the Approval of Executive Compensation (Item 3 on Proxy Card)		63 70
Shareholder Proposals		71
~~Say When~~Shareholder Proposal on ~~Pay—An Advisory Vote on the Approval of the Frequency of Shareholder Votes on Executive Compensation~~Lobbying Disclosure (Item 4 on Proxy Card)		65
~~Approval of the Abbott Laboratories 2017 Incentive Stock Program (Item 5 on Proxy Card)~~		66
~~Approval of the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees (Item 6 on Proxy Card)~~		74
~~Equity Compensation Plan Information~~		78
~~Shareholder Proposal~~		80
~~Shareholder Proposal on Independent Board Chairman (Item 7 on Proxy Card)~~		8172
Proponent's Statement in Support of Shareholder Proposal		8172
Board of Directors' Statement in Opposition to the Shareholder Proposal		8273
Shareholder Proposal on Non-GAAP Financial Performance Metrics Disclosure (Item 5 on Proxy Card)		74
Proponent's Statement in Support of Shareholder Proposal		74
Board of Directors' Statement in Opposition to the Shareholder Proposal		75
Shareholder Proposal on Shareholder Voting on By-law Amendments (Item 6 on Proxy Card)		76
Proponent's Statement in Support of Shareholder Proposal		76
Board of Directors' Statement in Opposition to the Shareholder Proposal		77
Shareholder Proposal on Simple Majority Vote (Item 7 on Proxy Card)		78
Proponent's Statement in Support of Shareholder Proposal		78
Board of Directors' Statement in Opposition to the Shareholder Proposal		79
Approval Process for Related Person Transactions		8480
Additional Information		8581
Information Concerning Security Ownership		8581
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		85
~~Other Matters~~		85
Date for Receipt of Shareholder Proposals for the ~~2018~~2021 Annual Meeting Proxy Statement		8581
Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting		8682
General		8783
Exhibit A—Director Independence Standard		A-1
~~Exhibit B—Abbott Laboratories 2017 Incentive Stock Program~~		~~B-1~~
~~Exhibit C—Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees~~		~~C-1~~
~~Annex I—Non-GAAP Reconciliation of Financial Information~~		~~I-1~~
Reservation Form for Annual Meeting		Back Cover


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~~CEO EXPERIENCE~~	~~GLOBAL PERSPECTIVE~~	~~FINANCIAL ACUMEN~~	~~WOMEN OR MINORITIES~~	~~ACADEMIC LEADERS~~


✓	Elected annually by independent directors	✓	Authority to call meetings of independent directors
✓	Liaises between chairman and independent directors	✓	Reviews matters such as meeting topics and schedules
✓	Consults and engages directly with major shareholders	✓	Presides over executive sessions of independent directors at each regularly scheduled Board meeting


		~~Abbott Business Characteristic~~				~~Board Attributes, Skills, and Experience~~

		~~A Broad and Diverse Company~~ ~~with Different Healthcare~~ ~~Businesses~~				• ~~Senior Leadership Experience with Diverse Business Models~~ • ~~Financial Literacy~~

		~~A Multinational Company~~				• ~~Experience as a Director or Senior Officer of a~~ ~~Multinational Corporation~~ • ~~Global Perspective~~

		~~A Consumer-facing Company~~				• ~~Academic and Senior Management Leadership Consumer~~ ~~Product Experience~~ • ~~Senior Leadership Experience with Diverse Business Models~~

		~~Financial Expertise and Risk~~ ~~Management~~				• ~~Financial Literacy~~ • ~~Public Company Financial Experience~~

		~~Regulated Industry~~				• ~~Senior Leadership Experience in Regulated Industries~~ • ~~Senior Level Government Experience~~

		~~Corporate Governance~~				• ~~Senior Leadership Experience~~ • ~~Financial Literacy~~ • ~~Experience with Diverse Business Models~~


		ROBERT J. ALPERN, M.D. Director since 2008 Age 6669 Ensign Professor of Medicine and Professor of Internal Medicine, and Former Dean of Yale School of Medicine, New Haven, Connecticut


		ROXANNE S. AUSTIN Director since 2000 Age 5659 President and Chief Executive Officer, Austin Investment Advisors, Newport Coast, California (Private Investment and Consulting Firm)


		SALLY E. BLOUNT, PH.D. Director since 2011 Age 5558 ~~Dean of the J.L. Kellogg Graduate School of Management and the~~ Michael L. Nemmers Professor of ~~Management~~Strategy and ~~Organizations~~Former Dean of the J.L. Kellogg Graduate School of Management at Northwestern University, Evanston, Illinois


		ROBERT B. FORD Director since 2019 Age 46 President and Chief Operating Officer, Abbott Laboratories


		MICHELLE A. KUMBIER Director since 2018 Age 52 Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company, Milwaukee, Wisconsin (Motorcycle and Related Products Manufacturer)


		EDWARD M. LIDDY Director since 2010 Age 7174 Retired Chairman & CEO, The Allstate Corporation, Northbrook, Illinois ~~(Insurance~~ (Insurance Company)


		DARREN W. MCDEW Director since 2019 Age 59 Retired General, United States Air Force, and Former Commander of U.S. Transportation Command, Scott Air Force Base, Illinois


		NANCY MCKINSTRY Director since 2011 Age 5861 Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., Alphen aan den Rijn, the Netherlands (Global Information, Software, and Services Provider)


		PHEBE N. NOVAKOVIC Director since 2010 Age 5962 Chairman and Chief Executive Officer, General Dynamics Corporation, Falls Church, Virginia ~~(Worldwide~~ (Worldwide Defense, Aerospace, and Other Technology Products Manufacturer)


		WILLIAM A. OSBORN Lead Independent Director Director since 2008 Age 6972 Retired Chairman and Chief Executive Officer of Northern Trust Corporation (Multibank Holding ~~(A Multibank Holding~~ Company) and The Northern Trust Company, Chicago, Illinois (Banking Services Company)



~~AVERAGE TENURE~~		~~AVERAGE AGE~~


		~~SAMUEL C. SCOTT III~~ ~~Director since 2007 Age 72~~ ~~Retired Chairman, President and Chief Executive Officer of Corn Products~~ ~~International, Inc., Westchester, Illinois (A Corn Refining Company)~~


		DANIEL J. STARKS Director since 2017 Age 6265 Retired Chairman, President and Chief Executive Officer of St. Jude Medical, Inc., St. Paul, Minnesota ~~(A Medical~~(Medical Device Manufacturer)


		JOHN G. STRATTON Director since 2017 Age 59 Retired Executive Vice President and President of Global Operations, Verizon Communications Inc., New York, New York (Telecommunications and Media Company)


		GLENN F. TILTON Director since 2007 Age 6871 Retired Chairman, President and Chief Executive Officer of ~~the Midwest, JPMorgan Chase & Co.,~~ UAL Corporation, Chicago, Illinois ~~(Banking and Financial Services~~ (Airline Holding Company)


		MILES D. WHITE Director since 1998 Age 6265 Chairman of the Board and Chief Executive Officer, Abbott Laboratories


Name	Fees Earned or Paid in Cash ($)⁽¹⁾			Stock Awards ($)⁽²⁾			Option Awards ($)⁽³⁾			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁴⁾			All Other Compensation ($)⁽⁵⁾			Total ($)			Name	Fees Earned or Paid in Cash ($)⁽¹⁾			Stock Awards ($)⁽²⁾			Option Awards ($)⁽³⁾			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁴⁾			All Other Compensation ($)⁽⁵⁾			Total ($)

R. J. Alpern		$	126,000		$	149,985		$	0		$	24,870		$	25,000		$	325,855	R. J. Alpern		$	126,000		$	174,910		$	0		$	64,323		$	25,000		$	390,233
R. S. Austin		148,667			149,985			0			0			0			298,652		R. S. Austin		152,000			174,910			0			0			0			326,910
S. E. Blount		126,000			149,985			0			5,240			25,000			306,225		S. E. Blount		126,000			174,910			0			10,355			25,000			336,265
W. J. Farrell		143,333			149,985			0			47,388			0			340,706		M. A. Kumbier		132,000			174,910			0			0			0			306,910
E. M. Liddy		132,000			149,985			0			0			0			281,985		E. M. Liddy		151,000			174,910			0			0			0			325,910
N. McKinstry		132,000			149,985			0			0			25,000			306,985		D. W. McDew		31,500			0			0			0			0			31,500
P. N. Novakovic		140,000			149,985			0			0			0			289,985		N. McKinstry		132,000			174,910			0			0			0			306,910
W. A. Osborn		150,000			149,985			0			0			0			299,985		P. N. Novakovic		141,000			174,910			0			0			0			315,910
S. C. Scott III		132,000			149,985			0			0			25,000			306,985		W. A. Osborn		156,000			174,910			0			0			0			330,910
G. F. Tilton		132,000			149,985			0			0			25,000			306,985		S. C. Scott III		132,000			174,910			0			0			25,000			331,910
																			D. J. Starks		126,000			174,910			0			0			0			300,910
																			J. G. Stratton		126,000			174,910			0			0			0			300,910
																			G. F. Tilton		132,000			174,910			0			0			25,000			331,910


Name	Shares Beneficially Owned⁽¹⁾⁽²⁾	Stock Options Exercisable Within 60 Days of January 31, 2017⁽³⁾	Stock Equivalent Units	Name	Shares Beneficially Owned⁽¹⁾⁽²⁾	Stock Options Exercisable Within 60 Days of January 31, 2020⁽³⁾	Stock Equivalent Units

R. J. Alpern	21,783	0	5,908	R. J. Alpern	30,406	0	7,766
R. S. Austin	36,290	0	0	R. S. Austin	44,913	47,883	0
B. J. Blaser	145,062	670,017	0	S. E. Blount	26,266	0	0
S. E. Blount	20,143	0	0	L. D. Earnhardt	56,946	0	0
W. J. Farrell	28,557	0	0	R. B. Ford	197,382	926,022	0
T. C. Freyman	556,845	1,367,802	0	M. A. Kumbier	3,258	0	0
E. M. Liddy	18,345	0	20,113	E. M. Liddy	28,153	46,743	21,268
N. McKinstry	15,043	6,280	0	D. W. McDew	0	0	0
P. N. Novakovic	17,710	58,484	0	N. McKinstry	23,666	47,902	0
W. A. Osborn	47,700	0	26,963	P. N. Novakovic	26,333	102,943	0
S. C. Scott III	31,430	0	6,750	W. A. Osborn	56,323	49,190	28,512
D. J. Starks	6,459,761	504,544	0	D. G. Salvadori	95,088	461,015	0
G. F. Tilton	32,780	0	28,351	S. C. Scott III	40,053	41,622	7,138
M. J. Warmuth	82,287	700,691	0	D. J. Starks	7,018,683	0	0
M. D. White	3,159,604	4,479,130	0	J. G. Stratton	8,641	0	4,651
B. B. Yoor	51,735	169,643	0	G. F. Tilton	41,403	0	32,710
All directors and executive officers as a group⁽⁴⁾⁽⁵⁾	13,167,231	12,364,469	88,085	M. D. White	3,194,710	5,417,294	0
				B. B. Yoor	116,620	184,281	0
				All directors and executive officers as a group⁽⁴⁾⁽⁵⁾	12,502,322	12,334,341	102,045


										Company Name	Sales/ Rev.(1) (billions)			Market Cap(1) (billions)		% Rev. Outside U.S.	Similar # Employees	Mfg. Driven/ Consumer- Facing	Abbott Business Segment(s) Represented

										3M Company		$	32.1	$	101.5	ü	ü	ü	Diagnostics
										Becton Dickinson		$	17.3	$	73.6	ü	ü	ü	Diagnostics, Medical Devices
Company Name		Sales/Rev.⁽¹⁾ (billions)		Market Cap⁽¹⁾ (billions)	% Rev. Outside U.S.	Similar # Employees	Health Care- Related	Mfg. Driven/ Consumer- Facing	Similar Operating Characteristics	Boston Scientific		$	10.4	$	63.0	ü		ü	Medical Devices
										Bristol-Myers Squibb		$	24.2	$	150.5	ü		ü	Established Pharmaceuticals
3M Company	$	30.1	$	107.4	ü	ü	ü	ü	ü	The Coca-Cola Company		$	37.3	$	237.1	ü	ü	ü	Nutrition
Baxter International Inc.	$	10.2	$	24.1	ü	ü	ü	ü	ü	Danaher Corporation		$	19.9	$	110.2	ü	ü	ü	Diagnostics
Caterpillar, Inc.	$	38.5	$	54.3	ü	ü		ü	ü	Honeywell International		$	36.7	$	126.5	ü	ü	ü	Diagnostics, Medical Devices
The Coca-Cola Company	$	42.5	$	178.8	ü	ü		ü	ü	Johnson & Johnson		$	82.1	$	383.9	ü	ü	ü	Diagnostics, Established Pharmaceuticals, Medical Devices
Danaher Corporation	$	16.9	$	53.8	ü	ü	ü	ü	ü	Medtronic		$	30.9	$	152.1	ü	ü	ü	Medical Devices
Eaton Corporation plc	$	19.9	$	30.3	ü	ü		ü	ü	Merck		$	46.0	$	231.6	ü	ü	ü	Established Pharmaceuticals
E.I. du Pont de Nemours	$	24.7	$	63.8	ü	ü		ü	ü	Mondelez International		$	25.9	$	79.3	ü	ü	ü	Nutrition
Emerson Electric Co.	$	14.5	$	35.9	ü	ü		ü	ü	Procter & Gamble		$	69.6	$	311.5	ü	ü	ü	Nutrition
Honeywell International Inc.	$	39.3	$	88.3	ü	ü		ü	ü	Reckitt Benckiser⁽²⁾		$	16.2	$	57.6	ü	ü	ü	Nutrition
Illinois Tool Works Inc.	$	13.6	$	43.0	ü	ü		ü	ü	Stryker Corporation		$	14.9	$	78.6			ü	Medical Devices
Johnson & Johnson	$	71.9	$	313.4		ü	ü	ü	ü	Thermo Fisher Scientific		$	25.5	$	130.3	ü	ü	ü	Diagnostics
Kimberly-Clark Corporation	$	18.2	$	40.9	ü	ü	ü	ü	ü	United Technologies		$	77.0	$	129.3	ü		ü	Diagnostics
McDonald's Corporation	$	24.6	$	101.1	ü	ü		ü	ü	Peer Group Median		$	28.3	$	127.9
Medtronic, Inc.	$	29.0	$	97.8	ü	ü	ü	ü	ü	Abbott		$	31.9	$	153.5	ü	ü	ü
Novartis AG	$	48.5	$	191.4	ü	ü	ü	ü	ü	Abbott Percentile Rank		59^th		73^rd
Proctor & Gamble Co.	$	65.2	$	225.0	ü	ü	ü	ü	ü
Thermo Fisher Scientific, Inc.	$	18.3	$	55.7		ü	ü	ü	ü
United Technologies	$	57.4	$	90.3	ü			ü	ü
Peer Group Median	$	26.9	$	76.1	Peer group approximates Abbott in market cap and sales
Abbott 12/31/16	$	20.7	$	56.6	ü	ü	ü	ü	ü
Abbott 1/4/17⁽²⁾			$	68.5


Goal Category	Business Unit Leader	Corporate Leader

Sales Growth vs Peers and Plan	30%	10%

Financial Return	25%	40%

Strategic Initiatives	30%	40%

Leadership	15%	10%

Total	100%	100%


		~~Results~~				~~Payout~~

		~~Sales Growth < Market Growth~~				0%

		~~Sales Growth~~³ ~~Market Growth but < Target~~				~~50%~~

		~~Sales Growth~~ ³ ~~Target~~				~~100%~~

		~~Sales Growth Significantly > Market and Target~~				~~125% or 150%~~


		~~Results~~				~~Payout~~

		~~Actual Return < Target~~				0%

		~~Actual Return~~³ ~~Target~~				~~100%~~

		~~Actual Return Significantly > Target~~				~~125% or 150%~~


LTI ADJUSTMENT LEGEND
TOTAL		RESULT

+3 or More		125%

+1 or +2		110%

0		100%

-1 or -2		90%

-3 or Less		75%


		EVALUATION OF PERFORMANCE
		METRIC				STRATEGIC LINK

		Our annual incentive plan is aligned to the following drivers of shareholder value:

		Sales				Measures Abbott's ability to compete effectively in the markets in which we participate and focuses management on achieving strong top-line growth, consistent with our business strategy.

		Diluted EPS				Basis on which Abbott sets annual performance expectations and consistent with how we report operating results to the financial community.

		Return on Assets				Measures profitability and how effectively Company assets are used to generate profit.

		Free Cash Flow				Recognizes the importance of generating cash to fund ongoing investments in our business and to pay down debt, pay dividends, and fund investments outside of capital expenditures.

		Our long-term incentive plan relies on the following Company metrics, and 3-year sustained individual performance metrics, to determine award value:

		Total Shareholder Return				Measures Abbott's stock and dividend performance against our peer group. Used to position LTI award guidelines relative to the market.

		3-year LTI Contribution Metrics				Measures how each officer has performed relative to their sales, margin, and strategic financial contribution goals. Used to adjust LTI award guidelines to reflect individual performance.

		Return on Equity				Measures how much profit Abbott generates over the long-term with the capital that shareholders have invested. Used to determine if performance-restricted awards vest.


		MILES D. WHITE Chairman of the Board, Chief Executive Officer and Director Since 1999


		ROBERT B. FORD President and Chief Operating Officer, and Director


	2018		2019 GOAL MEASUREMENT			2019

GOAL	RESULTS ACHIEVED	GOAL WEIGHT	THRESHOLD	TARGET	MAXIMUM	RESULTS ACHIEVED	GOAL SCORE
FINANCIAL METRICS⁽¹⁾

Adjusted Sales⁽²⁾	$31.2B	25%	$31.65B	$31.80B	$31.95B	$31.96B	37.5%

Adjusted Diluted EPS	$2.88	25%	$3.15	$3.20	$3.25	$3.24	35.0%

Adjusted ROA	9.2%	10%	10.5%	10.6%	10.7%	10.9%	15.0%

Free Cash Flow⁽³⁾	$4.9B	10%	$4.1B	$4.3B	$4.5B	$4.5B	15.0%

STRATEGIC METRICS

Diabetes Care Sales Growth		15%	92.6% of Target	Target	106.8% of Target	>Maximum	22.5%

Cardiovascular and Neuromodulation Sales Growth		15%	86.8% of Target	Target	109.2% of Target	<Threshold	0.0%

						Total	125.0%


		BRIAN B. YOOR Executive Vice President, Finance and Chief Financial Officer


		LISA D. EARNHARDT Executive Vice President, Medical Devices


		DANIEL G. SALVADORI Executive Vice President, Nutritional Products


		~~Benefits and Perquisites~~BENEFITS AND PERQUISITES		~~Description~~DESCRIPTION

		Retirement Benefits		The named officers participate in two Abbott-sponsored defined benefit plans: the Abbott Laboratories Annuity Retirement Plan and the Abbott Laboratories Supplemental Pension Plan. These plans are described in greater detail in the "Pension Benefits" section of the proxy.
				Since officers' Supplemental Pension Plan benefits cannot be secured in a manner similar to qualified plans, which are held in trust, officers receive an annual cash payment equal to the increase in present value of their Supplemental Pension Plan benefit. Officers have the option of depositing these annual payments to an individually established grantor trust, net of tax withholdings. Deposited amounts may be credited with the difference between the officers' actual annual trust earnings and the rate used to calculate trust funding (currently 8%) while they are employed. Amounts deposited in the individual trusts are not tax deferred.
				Officers do not receive tax gross-ups on their grantor trusts. The manner in which the grantor trust will be distributed to an officer upon retirement from the Company generally follows the manner elected by the officer under the Annuity Retirement Plan. Should an officer (or the officer's spouse, depending upon the pension distribution method elected by the officer under the Annuity Retirement Plan) live beyond the actuarial life expectancy age used to determine the Supplemental Pension Plan benefit and, therefore, exhaust the trust balance, the Supplemental Pension Plan benefit will be paid by the Company.

		Deferred Compensation		Officers of the Company, like all U.S. employees, are eligible to defer a portion of annual base salary and bonus (in certain cases), on a pre-tax basis, to the Company's qualified 401(k) plan, up to the IRS contribution limits. Officers are also eligible to defer up to 18% of their base salary, less contributions to the 401(k) plan, to a non-qualified plan. Unlike other U.S. managers, officers are not eligible to elect to defer compensation into the Deferred Compensation Plan. However, up to one hundred percent (100%) of annual incentive awards earned under the Company's Performance Incentive Plan is eligible for deferral to a non-qualified plan. Officers may defer these amounts to unfunded book accounts or choose to have the amounts paid in cash on a current basis and deposited into individually established grantor trusts, net of tax withholdings. These amounts are credited annually with earnings. Officers do not receive tax gross-ups on their grantor trusts. Officers elect the manner in which the assets held in their grantor trusts will be distributed to them upon retirement or other separation from the Company.