2003 Nominating Charter: ABT

Nominations and Governance Committee Charter
1.
Purpose.
The Nominations and Governance Committee of the Board of Directors shall:



assist the Board in identifying individuals qualified to become Board members, and recommend to the Board the nominees for election as directors at the next annual meeting of shareholders;



recommend to the Board the persons to be elected as officers of Abbott;



develop and recommend to the Board the corporate governance guidelines applicable to Abbott; and


serve in an advisory capacity to the Board and Chairman of the Board on matters of organization, management succession plans, major changes in the organizational structure of Abbott and the conduct of Board activities.

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2.
Organization.
All members of the Nominations and Governance Committee must satisfy the independence requirements of the New York Stock Exchange. Abbott's Board shall appoint, and may remove, members of the Nominations and Governance Committee and the Committee's Chairman.

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3.
Authority and Responsibilities.
To assist it in the conduct of its responsibilities, the Nominations and Governance Committee, to the extent it deems necessary or appropriate, may consult with management, may seek advice and assistance from Abbott employees or others, and may retain legal counsel, and search firms. The Nominations and Governance Committee has the sole authority to retain and terminate any search firm used to identify director candidates and has the sole authority to approve such firm's fees and other terms of retention.

The Nominations and Governance Committee shall report regularly to the Board. The Nominations and Governance Committee may delegate any of its responsibilities and duties to one or more members of the Nominations and Governance Committee, except to the extent such delegation would be inconsistent with the requirements of the Securities Exchange Act of 1934, as amended, or the listing rules of the New York Stock Exchange.

The Nominations and Governance Committee shall:


Develop general criteria for the selection of and qualifications desirable in members of the Board and assist the Board in identifying and attracting candidates qualified to become Board members. Among other criteria that the Committee may develop, new Board candidates must:


be able and willing to represent the shareholders' short and long term economic interests;


be able to contribute to the evaluation of the existing management of Abbott;


be cognizant of the responsibilities of Abbott to its employees, customers, and regulatory authorities and of its civic and social responsibilities; and


be willing to take the necessary time to properly prepare for Board and Committee meetings, at least based upon a thorough review of the material supplied before each Board meeting.


In addition to the foregoing standards, the incumbent directors will be evaluated for re-nomination based on the following criteria:


adequate preparation for Board and Committee meetings, including a thorough review of and familiarity with the written materials supplied before each meeting;


participation in and contributions to Board and Committee discussions through useful and pertinent suggestions, questions, and comments which reflect an informed and independent viewpoint;


providing ongoing advice and counsel to management on the director's own initiative and when requested by management of the company;


regular attendance at Board and Committee meetings; and


maintaining an independent familiarity with the external environments in which the company operates and especially in the director's own particular fields of expertise.



Annually recommend to the Board the nominees for election as directors who meet the foregoing requirements, Abbott's corporate governance guidelines, and any other requirements established by this Committee and, from time to time, recommend persons to fill vacancies on the Board;


Review annually the qualifications, requirements, membership, structure (including authority to delegate) and performance of committees of the Board, including the Nominations and Governance Committee, and make recommendations to the Board regarding committee memberships and chairmanship and other matters, as appropriate;


Recommend to the Board persons to be elected as the executive officers of Abbott;


Review annually, or more often if appropriate, the performance of members of management of Abbott and make recommendations to the Board, as appropriate;


Review and assess the adequacy of Abbott's corporate governance guidelines and recommend amendments to the Board, as appropriate; and


Oversee the annual evaluation of the performance of the Board, and members of management of Abbott.

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4.
Annual Performance Evaluation.
The Nominations and Governance Committee shall annually evaluate its own performance.

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