ABBOTT LABORATORIES OFFICERS' CERTIFICATE AND COMPANY ORDER With respect to the issuance by Abbott Laboratories (the "Company") of $200,000,000 in aggregate principal amount of 6.00% Notes due March 15, 2008 (the "Notes"), Jose M. de Lasa and Thomas C. Freyman, officers of the Company, certify pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of October 1, 1993 (the "Indenture"), between the Company and Harris Trust and Savings Bank, as Trustee (the "Trustee"), as follows: 1. We have read Sections 2.1, 3.1 and 3.3 of the Indenture and the definitions therein relating hereto, reviewed the resolutions of the Board of Directors of the Company adopted on June 14, 1996 (attached as Exhibit B to the Secretary's Certificate of even date herewith), the Action of Authorized Officers of March 19, 1998 (attached as Exhibit C to the Secretary's Certificate of even date herewith), conferred with executive officers of the Company and, in our opinion, made such other examinations and investigations as are necessary to enable us to express an informed opinion as to whether Sections 2.1, 3.1 and 3.3 of the Indenture have been complied with. 2. Based on the above-described examinations and investigations, in our opinion, all conditions precedent relating to the authentication and delivery of the Notes, including those conditions under Sections 2.1, 3.1 and 3.3 of the Indenture, have been complied with. 3. The terms of the Notes are set forth in the Action of Authorized Officers, dated March 19, 1998 (attached as Exhibit C to the Secretary's Certificate of even date herewith). 4. In accordance with the provisions of Section 3.3 of the Indenture, the Trustee is hereby authorized and requested to authenticate the Notes and to deliver the Notes to or at the direction of Goldman, Sachs & Co., Chase Securities Inc., Lazard Freres & Co. LLC, Morgan Stanley & Co. Incorporated and NationsBanc Montgomery Securities LLC. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture. IN WITNESS WHEREOF, the undersigned have executed this Officers' Certificate as of this 24th day of March, 1998. ABBOTT LABORATORIES By:/s/ Jose M. de Lasa ------------------------------- Jose M. de Lasa, Senior Vice President, Secretary and General Counsel By:/s/ Thomas C. Freyman ------------------------------- Thomas C. Freyman, Vice President and Treasurer