ABBOTT LABORATORIES
ACTIONS OF THE AUTHORIZED OFFICERS
Pursuant to the authority granted by the Board of Directors of Abbott
Laboratories ("Corporation") in its June 14, 1996 resolutions, the
undersigned agree as follows:
1. The Corporation shall issue $200,000,000 aggregate principal amount
of the Corporation's 5.40% Notes due September 15, 2008 ("Notes").
2. The Corporation shall issue and sell Notes to Goldman, Sachs & Co.,
ABN AMRO Incorporated, BancAmerica Securities, Inc., Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc. (collectively, "Underwriters")
pursuant to an Underwriting Agreement dated December 4, 1996 and a Pricing
Agreement dated September 10, 1998 ("Pricing Agreement") between the
Corporation and the Underwriters, upon the terms and conditions set forth
therein, to be issued under and in accordance with an Indenture dated as of
October 1, 1993, between the Corporation and the Harris Trust and Savings
Bank, as Trustee ("Trustee"), relating to the Corporation's Notes and other
obligations ("Indenture").
3. In addition to the other terms provided in the Indenture with
respect to securities issued thereunder, all as more particularly described
in the Pricing Agreement, the Prospectus and the Prospectus Supplement
relating to the Notes and the form of Note referred to below, the Notes shall
contain the following terms:
(a) The Notes shall be entitled "5.40% Notes due
September 15, 2008";
(b) The Notes shall be limited in aggregate principal amount to
$200,000,000;
(c) Interest shall be payable to the persons in whose names the Notes are
registered at the close of business on the applicable Regular Record Date
(as defined below);
(d) The principal of the Notes is payable on September 15, 2008;
(e) The Notes shall bear interest at the rate of 5.40% per annum beginning
September 15, 1998. Interest on the Notes will be payable semi-annually on
the fifteenth day of March and September of each year (each an "Interest
Payment Date"), commencing on March 15, 1999. Interest shall be paid to
persons in whose names the Notes are registered on
the March 1 or September 1 preceding the Interest Payment Date (each a
"Regular Record Date");
(f) Payment of the principal of, and any premium and interest on, the
Notes will be made at the office or agency of the Corporation maintained
for that purpose in Chicago, Illinois;
(g) The Notes shall not be redeemable or repayable prior to maturity;
(h) The Notes shall not provide for any sinking fund;
(i) The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof;
(j) The payment of the principal of, and any premium and interest on, the
Notes shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts;
(k) The payment of principal of, and any premium and interest on, the
Notes shall not be determined with reference to an index or formula;
(l) There shall be no optional currency or currency unit in which the
payment of principal of, and any premium and interest on, the Notes shall
be payable;
(m) Both Section 13.2 and 13.3 of the Indenture shall apply to the Notes;
(n) The Notes shall be in the form of Book-Entry Securities as set forth
in the Indenture;
(o) The principal amount of the Notes shall be payable upon declaration of
acceleration pursuant to Section 5.2 of the Indenture; and
(p) The other terms and conditions of the Notes shall be substantially as
set forth in the Indenture and in the Prospectus and the Prospectus
Supplement relating to the Notes.
4. The form of the Notes shall be substantially as attached hereto as
EXHIBIT A.
5. The price at which the Notes shall be sold by the Corporation to the
Underwriters pursuant to the Pricing Agreement
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shall be 99.151% of the principal amount thereof, plus accrued interest, if
any, from September 15, 1998 to the time of Delivery;
6. The Notes initially will be offered to the public by the Underwriters
at 99.801% of the principal amount thereof, plus accrued interest, if any, from
September 15, 1998 to the time of Delivery;
7. The execution and delivery of the Pricing Agreement, dated September
10, 1998, and substantially in the form attached hereto as EXHIBIT B, is hereby
approved.
8. Any officer of this Corporation is hereby authorized and empowered to
execute the Notes of this Corporation in the form he or she deems appropriate,
and to deliver such Notes to the Trustee with a written order directing the
Trustee to have the Notes authenticated and delivered to such persons as such
officer designates.
9. The Harris Trust and Savings Bank is hereby designated and appointed
as Paying Agent and Securities Registrar with respect to the Notes.
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Dated: September 10, 1998
Authorized Officers of
Abbott Laboratories
By /s/ Thomas C. Freyman
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Name: Thomas C. Freyman
Title: Vice President and
Treasurer
By /s/ Gary P. Coughlan
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Name: Gary P. Coughlan
Title: Senior Vice President,
Finance and Chief
Financial Officer
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