TRANSACTIONAGREEMENT dated as of January 18, 2007 by and between ABBOTTLABORATORIES and GENERALELECTRIC COMPANY

(b)        Except as may otherwise be agreed by the parties in writing, the parties shall not assign any accounts receivable or accounts payable relating to both the Business and the Excluded Assets (“Mixed Account”).  Abbott and GE shall, and shall cause each of their respective Affiliates to, take such reasonable and permissible actions to cause (i) the rights and properties associated with that portion of each Mixed Account that relates to the Business to be enjoyed by GE; (ii) the Liabilities associated with that portion of each Mixed Account that relates to the Business to be borne by GE; (iii) the rights and properties associated with that portion of each Mixed Account that relates to the Excluded Assets to be enjoyed by Abbott; and (iv) the Liabilities associated with that portion of each Mixed Account that relates to the Excluded Assets to be borne by Abbott.

                                7.10         Third Person Claims Against Both the Business and the Excluded Assets.

(a)        From and after the Closing: (i) if Abbott or any of its Affiliates receives notice of any Mixed Action or any Action from or involving any third Person that Abbott believes is reasonably likely to involve the Business but as to which neither GE nor any Affiliate of GE is a named party, then Abbott shall as promptly as practicable provide GE with notice of such Action; and (ii) if GE or any of its Affiliates receives notice of any Mixed Action or any Action from or involving any third Person that GE believes is reasonably likely to involve Excluded Assets or Excluded Liabilities but as to which neither Abbott nor any Affiliate of Abbott is a named party, then GE shall as promptly as practicable provide Abbott with notice of such Action.  For purposes of this Agreement, “Mixed Action” means any Action that a party believes is reasonably likely to: (i) include both claims that give rise to a right of indemnification under Article 12 and claims as to which no right of indemnification under Article 12 exists; or (ii) include both claims that give rise to a right of indemnification under Article 12 of the GE Indemnified Parties and claims that give rise to a right of indemnification under Article 12 of the Abbott Indemnified Parties.

(b)        Subject to Article 12, for any Mixed Action, whether arising before or after the Closing, GE or its Affiliates shall have the right to control the defense of such Mixed Action to the extent such Mixed Action relates to the Business, the Purchased Assets or the Assumed Liabilities, and Abbott or its Affiliates shall have the right to control the defense of such Mixed Action to the extent such Mixed Action relates to Excluded Assets or Excluded Liabilities.

(c)        Neither GE nor its Affiliates shall settle any portion of a Mixed Action that relates to Excluded Assets or Excluded Liabilities without the written consent of Abbott, which may be withheld in its sole discretion.  Neither Abbott nor its Affiliates shall settle any portion of a Mixed Action that relates to the Business without the written consent of GE, which may be withheld in its sole discretion.  Subject to the provisions of Article 12: (i) GE and its Affiliates may settle a Mixed Action to the extent it relates to the Business without the consent of Abbott so long as such judgment or settlement does not adversely impact the Excluded Assets; if it does adversely impact the Excluded Assets, then the prior written consent of Abbott shall be required, which consent may not be unreasonably withheld or delayed; and (ii) Abbott and its Affiliates may settle a Mixed Action to the extent it relates to Excluded Assets or Excluded Liabilities without the consent of GE so long as such judgment or settlement does not

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adversely impact the Business; if it does adversely impact the Business, then the prior written consent of GE shall be required, which consent may not be unreasonably withheld or delayed.

(d)        To the extent the provisions of this Section 7.10 conflict with any provisions of the Ancillary Agreements, the provisions of the Ancillary Agreements shall govern.

                                7.11         Intercompany Arrangements.  Immediately prior to the Closing, Abbott shall, and shall cause its Affiliates to, terminate all agreements or arrangements, written or unwritten, of any kind (other than any Ancillary Agreements), between Abbott or any of its Affiliates, on the one hand, and the Abbott Diagnostics Division Business or the Abbott Point of Care Business, on the other hand.

                                7.12         Books, Records and Files.  GE and Abbott agree that Abbott may maintain, subject to Section 7.2(b), copies of any Books, Records and Files that are included in the Purchased Assets and that are delivered to GE hereunder and Abbott may prepare a comprehensive index and file plan of such Books, Records and Files.  GE agrees to retain and maintain such Books, Records and Files for a period of at least seven (7) years after Closing (plus any additional time during which GE has been advised by Abbott that (i) there is an ongoing Tax audit with respect to periods prior to the Closing or (ii) any such period is otherwise open to assessment; provided that only such Books, Records and Files reasonably related to the appropriate Tax audit or period as advised by Abbott shall be subject to such time extension).  During such period, GE agrees to give Abbott and its representatives reasonable cooperation, access (including copies) and staff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files delivered to GE hereunder, and Abbott agrees to give GE and its representatives reasonable cooperation, access and staff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files relating to the Business and retained by Abbott, in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements (including the Preliminary Closing Date Balance Sheet and Closing Date Balance Sheet) and the management and handling of Tax audits; provided that such cooperation, access and assistance does not unreasonably disrupt the normal operations of GE or Abbott or their respective Affiliates.

                                7.13         Non-Compete.  Other than with respect to (i) the Abbott Diabetes Care Business and the Abbott Molecular Diagnostics Business, or (ii) Abbott’s or its Affiliates’ support of the Business pursuant to the terms of the Transition Services Agreement or their conduct of portions of the Business pursuant to any Deferred Local Closing, the Delayed PR Closing or the arrangements described on Schedule 7.8(b), for a period of five (5) years from the Closing, Abbott shall not, and shall cause its Affiliates not to, directly or indirectly, engage in any business anywhere in the world that competes with all or any portion of the Business as of the Closing Date; provided that, Abbott and its Affiliates shall not be deemed to be competing in violation of this Section 7.13 by virtue of (i) its or their ownership of less than five percent (5%) of the outstanding stock of any Person, (ii) the acquisition of a business or entity that competes as contemplated by the foregoing provisions of this Section 7.13; provided, that (i) such acquired business or entity shall not be permitted to use any GE Mixed-Use Intellectual Property and (ii) (A) the annual net sales of the portion of the business or entity that so competes do not exceed

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twenty percent (20%) of the annual net sales of the entire acquired business or entity as reported in the most recent full year financial statements of such business or entity or (B) the annual net sales of the portion of the business or entity that so competes do not exceed $25,000,000 for the most recently completed fiscal year of such business or entity prior to the acquisition or (iii) participating in any Abbott Humanitarian Program.  In consideration of the exception to the non-competition provisions contained in clause (iii) of this Section 7.13, the parties agree that Abbott shall provide GE for the term of the non-compete contained in this Section 7.13 with a good faith right of first negotiation to be the provider of any human diagnostic or point of care products that are manufactured or sold by the Business at such time (other than any products that are manufactured or sold by the Abbott Other Businesses or any products that are manufactured or sold by any business or entity permitted to be acquired pursuant to the proviso of this Section 7.13) supplied by Abbott through any Abbott Humanitarian Program.

                                7.14         Environmental Matters.

(a)        Environmental Assessment.

(i)    GE (at its sole cost) may retain an environmental consulting firm acceptable to Abbott (whose acceptance shall not unreasonably be withheld) to undertake an environmental review of the Owned Business Real Property or any of the Leased Business Real Property.  At GE’s discretion, such review shall generally be consistent with the scope of a Phase I Environmental Assessment in accordance with ASTM E1527-05.  As soon as practicable after the date hereof, GE shall have access to any of the Owned Business Real Property or Leased Business Real Property and related personnel and records to undertake such environmental review (the earlier of (i) the date that such on-site access is first secured by GE or (ii) the fifth day following the date hereof shall be the “Environmental Review Commencement Date”).  Such environmental consulting firm shall prepare an executive summary chart or other written summary for each property assessed which identifies any environmental condition that constitutes a recognized environmental condition according to the ASTM E1527-05 standard, or otherwise represents a Liability under Environmental Laws (collectively, “Environmental Conditions”), and GE shall provide Abbott with copies of each such written summary (“Environmental Summaries”).

(ii)   If one or more Environmental Conditions for which cleanup or correction is required under any Environmental Law are identified in any Environmental Summary prepared in accordance with clause (a)(i) above and provided to Abbott within thirty (30) days of the Environmental Review Commencement Date, and such Environmental Condition, if confirmed (including pursuant to Phase II work pursuant to Section 7.14(a)(iii) below), would result in any of the representations and warranties in Section 5.4 to be inaccurate or breached (considered for purposes of this Section 7.14 disregarding any qualification or exception contained in any such representation or warranty relating to Knowledge, materiality or Material Adverse Effect), GE may, at its election, subject to any necessary confirmation pursuant to ­Section 7.14(a)(iii) below: (1) require Abbott to perform a cleanup or correction, subject to the conditions and limitations set forth in clause (b) below, (2) not take ownership of the property, if such property is Owned Business Real Property, or lease of the property if such property is Leased Business Real Property, in which case such property shall be leased, in the case of Owned Business Real Property, or to the extent permitted, sub-leased, in the case of Leased

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Business Real Property, from Abbott pursuant to a lease or sub-lease containing the terms and provisions set forth on Schedule 7.14(a)(ii) and such other terms and provisions as the parties shall mutually agree in writing, or (3) submit a GE claim for such inaccuracies or breaches as provided in Section 12.2(a)(iv).  If no Environmental Conditions requiring cleanup or correction under Environmental Laws are identified within thirty (30) days of the Environmental Review Commencement Date, then Abbott shall have no liability or obligation to GE pursuant to this Section 7.14 or Section 12.2(a)(iv) and all Owned Business Real Property and Leased Business Real Property shall be transferred to GE. GE shall reimburse Abbott for its necessary out-of-pocket costs of response (“Response Costs”) that Abbott incurs arising out of any cleanup or correction of an Environmental Condition undertaken by Abbott pursuant to Section 7.14(a)(ii)(1) or any Response Costs that Abbott incurs for cleanup or correction of an Environmental Condition required by GE, any Governmental Authority or applicable Environmental Law with respect to property retained by Abbott pursuant to Section 7.14(a)(ii)(2) and leased pursuant to Alternative “A” described in Schedule 7.14(a)(ii) up to the first $100,000,000 of Response Costs less the amount of all other GE Claims for indemnification prior thereto pursuant to Sections 12.2(a)(v) and (vi) without regard to the limitation on recovery for the first $100,000,000 of such claims contained therein and then for Response Costs to the extent such Response Costs, plus the amount of all other GE Claims for indemnification paid pursuant to Sections 12.2(a)(v) and (vi), exceed $700,000,000.

(iii)  As soon as practicable after receipt by Abbott of the Environmental Summaries referred to above and prior to the Closing Date, GE (at its sole cost) may retain an environmental consulting firm acceptable to Abbott (whose acceptance shall not unreasonably be withheld) to conduct a Phase II Environmental Assessment, the scope of which (1) shall be reasonably limited to investigation and confirmation of the specific Environmental Conditions identified in the Environmental Summaries, and (2) propose sampling locations and times reasonably acceptable to Abbott (which approval shall not unreasonably be withheld if reasonably warranted as a result of GE’s preliminary environmental review).  In no event shall Abbott’s review and approval unreasonably delay or constrain GE’s ability to perform any confirmation reasonably required to secure the benefits of Section 7.14(a)(ii) above.

(iv)  Nothing in this Section 7.14 shall be in limitation of GE’s right of access pursuant to Section 7.2(a) to evaluate environmental matters relating to the Business and the Purchased Assets even after the thirty (30) day period provided for in Section 7.14(a)(ii) has expired; provided that, except as provided in this Section 7.14 but without limiting any provision of Section 10.2, Abbott shall have no further obligations with respect to any actual or contingent Environmental Conditions identified in any Phase I or Phase II Environmental Assessment prepared pursuant to Section 7.14(a)(i) or (iii) above.

(b)        Environmental Procedures.

(i)    Subject to the limitations set forth in clause (b)(ii) below and subject to any reimbursement obligations of GE pursuant to clause (a)(ii) above, Abbott shall assume sole responsibility for performing and for the necessary Response Costs of performing any cleanup or correction that is required by Environmental Law to address the Environmental Conditions identified in any Phase I or Phase II Environmental Assessment prepared pursuant to clause (a)(i) or (iii) above to the extent GE has so elected pursuant to Section 7.14(a)(ii)(1) above.

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GE shall grant Abbott, its representatives and contractors reasonable access to the applicable Owned Business Real Property or Leased Business Real Property (to the extent permitted by the applicable lease) to perform any such cleanup or correction and Abbott shall use commercially reasonable efforts to restore any adversely affected portion of the property.  Abbott shall keep GE reasonably apprised of the status of such environmental cleanup or correction, shall provide GE with copies of any material correspondence and reports relating thereto and shall not engage in exchanges of material information or negotiations with any Governmental Authority without exercising reasonable best efforts to first consult with GE.

(ii)   With respect to Abbott’s cleanup obligations under clause (b)(i) above, Abbott shall only be required to: (x) clean up the release of Hazardous Materials, to the extent cleanup is required by an applicable Environmental Law that is in effect and is enforceable as of the Closing Date; (y) achieve the least stringent Remediation Standards that are applicable and acceptable to the relevant Governmental Authority given the use of the Owned Business Real Property or Leased Business Real Property as of the Closing Date; and (z) conduct a cleanup using the most cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law that do not unduly interfere with GE’s ability to continue to use the affected property in a manner consistent with Abbott’s prior use.

                                7.15         Puerto Rico.

(a)        From the Closing or the Delayed PR Closing Date (as defined below), if applicable, until March 1, 2009 (the “PR Employment Commitment Period”), GE and its Affiliates shall employ in Puerto Rico, with respect to the portion of the Business conducted in Puerto Rico that is being acquired by GE and its Affiliates pursuant to this Agreement (the “Puerto Rico Business”), at least the number of Non-U.S. Transferred Employees dedicated to the Puerto Rico Business (“PR Employees”), subject to reduction as set forth in Schedule 7.15(a) (the “PR Employment Commitment”).  GE shall notify Abbott in the event that any PR Employee voluntarily terminates employment or is terminated for cause, if possible, seven (7) days prior to the employee’s termination date and in all events, promptly after the date of termination. GE and its Affiliates shall be deemed to satisfy the PR Employment Commitment with respect to any employee of the Puerto Rico Business who voluntarily terminates employment or is terminated for cause; provided however, GE or any of its Affiliates shall use commercially reasonable efforts to hire a replacement employee in Puerto Rico (“Replacement Employee”) as soon as is commercially practical after the date of termination of the PR Employee. GE shall notify Abbott when any Replacement Employee is hired. Notwithstanding the foregoing, if the Puerto Rico Business suffers any change, effect, occurrence, state of facts or development  that individually or in the aggregate is materially adverse to the business, financial condition or results of operations of the Puerto Rico Business, taken as a whole, and, in response to such change, effect, occurrence, state of facts or development, GE or any of its Affiliates intends to reduce the number of employees that are employed in the Puerto Rico Business below the then-current PR Employment Commitment, GE shall be entitled to reduce the number of employees accordingly so long as GE notifies Abbott at least thirty (30) days prior to terminating any such PR Employees (in which case Abbott shall have the option of hiring any such employees).  Notwithstanding anything in this Agreement or the PR Deferred Closing Amendment (as defined below) to the contrary, the sole remedy of Abbott and its Affiliates for

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breach by GE or its Affiliates of this Section 7.15(a) shall be the Losses incurred by Abbott or any of its Affiliates to employ sufficient persons in Puerto Rico to satisfy any shortfall in the PR Employment Commitment, and in no event shall GE or any of its Affiliates be liable for any increased Taxes of Abbott or its Affiliates attributable to failure to satisfy the terms of the Puerto Rico Grant.

(b)        GE shall use its commercially reasonable efforts to cooperate with Abbott, at Abbott’s expense, in Abbott’s efforts to obtain an amendment to the Puerto Rico Grant in a form reasonably acceptable to Abbott (the “PR Amendment”) reflecting the terms set forth in Schedule 7.15(b); provided, however, that GE shall not be required to (i) pay any fees or other payments to any Governmental Authorities in connection with such cooperation; (ii) except as provided in Section 7.16(a), alter or restrict in any way the business or commercial practices of GE, any of its Affiliates or the Business, including the Puerto Rico Business; or (iii) take any action that would preclude GE from taking into account any PR Employees in its own grant with Puerto Rico.

(c)        Promptly after the date hereof, Abbott and GE shall negotiate in good faith to enter into agreements (the “PR Deferred Closing Agreements”), which agreements shall effect the delay of the closing of the transactions contemplated hereby in respect of the Puerto Rico Business (the “Delayed PR Closing”) until the earlier of (i) three (3) Business Days after the PR Amendment is obtained or (ii) December 31, 2007 (any such date referred to as the “Delayed PR Closing Date”). The parties hereto shall make available to each other and, if necessary to comply with the provisions of Section 7.15(c)(i), Ernst & Young LLP such books, records and other information as any of the foregoing may reasonably request to prepared the PR Deferred Closing Agreements, in the case of Abbott and GE, and to determine the terms necessary to effect the provisions of Section 7.15(c)(i), in the case of Ernst & Young LLP.  The PR Deferred Closing Agreements shall include provisions providing for:

(i)    any Delayed PR Closing to be economically neutral to GE and its Affiliates as if the Puerto Rico Business had been transferred to GE and its Affiliates at Closing, including in respect of the operating margin and net income of GE and its Affiliates in respect of the Puerto Rico Business for the period from the Closing to the Delayed PR Closing;

(ii)   Abbott or one of its Affiliates to retain ownership of the Purchased Assets and Assumed Liabilities related to the PR Business;

(iii)  a form of contract manufacturing agreement to be entered into between Abbott or any of its Affiliates and GE or any of its Affiliates whereby Abbott or one of its Affiliates shall perform manufacturing services specified by GE until the earlier of the Delayed PR Closing Date or termination of such contract manufacturing agreement, which agreement shall include the pricing and other terms upon which Abbott or one of its Affiliates shall provide such services as agreed to by Abbott and GE;

(iv)  covenants governing the operation by Abbott and its Affiliates of the Puerto Rico Business between the Closing and any Delayed PR Closing;

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(v)   the conditions to the obligations of each of Abbott and GE to effect the Delayed PR Closing;

(vi)  indemnification by Abbott of the GE Indemnified Parties in respect of any and all Losses which GE and its Affiliates may actually suffer or incur as a result of the Delayed PR Closing (other than those Losses which GE and its Affiliates may have already recovered by means of arrangements provided in the PR Deferred Closing Agreements), including any Losses in respect of any failure of Abbott and its Affiliates to deliver the Puerto Rico Business and the Purchased Assets related thereto to GE or any of its Affiliates at the Delayed PR Closing, which indemnification shall be treated as an indemnification pursuant to Section 12.2(a)(iii) and as to which Section 12.5(a) shall not apply; provided, that GE shall permit Abbott or an independent accounting firm selected by Abbott, subject to GE’s reasonable objection, to audit the books and records of account of GE upon reasonable notice during reasonable business hours to confirm any Losses claimed by GE pursuant to this Section 7.15(c)(vi);

(vii)   indemnification by Abbott of the GE Indemnified Parties in respect of the Tax benefits GE and its Affiliates would have realized had the transactions contemplated hereby in respect of the Puerto Rico Business been effected in connection with the Closing, which Losses Abbott and GE agree shall be $833,333 for each month between the Closing and the Delayed PR Closing Date or, in the case of a partial month, the pro-rated amount of such monthly agreed upon Loss;

(viii)   Abbott to insure for the benefit of GE and its Affiliates the Puerto Rico Business and the Purchased Assets related thereto consistent with Abbott’s practices; and

(ix)   such other provisions as the parties shall mutually agree.

Unless Abbott shall have notified GE that it does not wish to effect a Delayed PR Closing by March 12, 2007, if the parties shall have not agreed upon the terms of the PR Deferred Closing Agreements described in Section 7.15(c)(i) by such date, terms necessary to effect the provisions of Section 7.15(c)(i) shall be determined by Ernst & Young LLP.  At the request of either party, Ernst & Young LLP shall make its determination by March 26, 2007 and issue a written report thereof, which report shall be attached to the PR Deferred Closing Agreements and incorporated by reference therein as a binding agreement of Abbott and GE.  Each of Abbott and GE shall be afforded the opportunity to provide one (1) written and one (1) oral submission to Ernst & Young LLP.

(d)        Unless Abbott notifies GE on or prior to March 28, 2007 that it does not wish to effect a Delayed PR Closing, the provisions of the PR Deferred Closing Agreements shall become effective upon the Closing and the closing of the transactions contemplated hereby in respect of the Puerto Rico Business shall be delayed until the Delayed PR Closing Date.

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(e)        Notwithstanding the foregoing, any conflict between the provisions of this Section 7.15 and Article 8 shall be resolved in favor of Article 8.  Failure of Abbott and GE to agree to terms of the PR Deferred Closing Agreements or failure of Ernst & Young LLP to issue the report contemplated by Section 7.15(c) by Closing shall not, in the absence of bad faith, constitute a basis for either party not to effect the Closing of the transactions contemplated by this Agreement, including in respect of the Puerto Rico Business.

                                7.16         Certain Leased and Real Property Sites.  Between signing and Closing the parties shall work in good faith to determine whether the leased and real property sites listed on Schedule 7.16 shall be deemed to be Leased Business Real Property, Owned Business Real Property or retained by Abbott; provided, that if the parties cannot agree whether such leased and real property sites should be deemed to be Leased Business Real Property, Owned Business Real Property or should be retained by Abbott, any property sites listed on Schedule 7.16 that are used primarily in connection with, or primarily related to, the Business shall be deemed to be Leased Business Real Property or Owned Business Real Property, as applicable, and any other property sites listed on Schedule 7.16 shall be retained by Abbott.  Any site so designated as Leased Business Real Property or Owned Business Real Property shall be added to Schedule 1.1(i) or Schedule 1.1(l), as applicable.  For purposes of this Agreement, the Environmental Review Commencement Date with respect to any property site listed on Schedule 7.16 and determined by Abbott and GE to be Leased Business Real Property or Owned Business Real Property shall be the fifth day following the date of such determination.

ARTICLE 8

EMPLOYEE MATTERS

                                8.1           Transferred Employees.

(a)        Definitions.

(i)    “U.S. Business Employee” means (A) any employee of the Business employed by an employer domiciled in the United States (or an employee who is classified as an expatriate employee) who (except as otherwise agreed to in writing by GE and Abbott) primarily performs his or her services for or with respect to the Business in the United States as of the Closing, and (B) any individual who is a shared service employee primarily dedicated to the Business in the United States as of the Closing, including in all cases any such employee who is inactive because of leave of absence, vacation, holiday or short- or long-term disability, but excluding employees set forth on Schedule 8.1(a)(i) — 1.  Schedule 8.1(a)(i) — 2 sets forth the procedures for identifying all U.S. Business Employees prior to Closing.  Schedule 8.1(a)(i) — 1 and Schedule 8.1(a)(i) — 2 are attached.  A preliminary list of all U.S. Business Employees shall be provided by Abbott to GE as soon as reasonably practicable, and in no event later than thirty (30) days after the signing of this Agreement, which such list shall be updated and finalized at Closing.

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(ii)   “U.S. Transferred Employee” means each U.S. Business Employee who shall commence employment with GE or one of its Affiliates immediately following the Closing, but excluding any U.S. Business Employee who is absent from active employment as of the Closing due to long-term disability entitling the U.S. Business Employee to long-term disability benefits under an applicable long-term disability plan maintained by Abbott or any of its Affiliates.

(iii)  “Non-U.S. Business Employee” means (A) any employee of the Business employed by an employer domiciled outside the United States as of the Closing who (except as otherwise agreed to in writing by GE and Abbott) primarily performs his or her services for or with respect to the Business outside the United States as of the Closing, and (B) any individual who is a shared service employee primarily dedicated to the Business outside of the United States as of the Closing, including in all cases any such employee who is inactive because of leave of absence, vacation, holiday or short- or long-term disability.  Schedule 8.1(a)(iii) sets forth the procedures for identifying all Non-U.S. Business Employees prior to Closing.  Schedule 8.1(a)(iii) is attached.  A preliminary list of all Non-U.S. Business Employees shall be provided by Abbott to GE as soon as reasonably practicable, and in no event later than thirty (30) days after the signing of this Agreement, which such list shall be updated and finalized at Closing.

(iv)  “Non-U.S. Transferred Employee” means (A) each Non-U.S. Business Employee whose employment transfers to GE or one of its Affiliates by operation of Law, but expressly excluding any person who refuses to transfer to GE or one of its Affiliates on or before the Closing and who, by that refusal, prevents such transfer from occurring by operation of Law, and (B) each other Non-U.S. Business Employee who shall accept GE’s offer of employment by continuing employment with GE or one of its Affiliates immediately following the Closing, but excluding for this clause (B) any Non-U.S. Business Employee who is absent from active employment as of the Closing due to long-term disability entitling the Non-U.S. Business Employee to long-term disability benefits under an applicable long-term disability plan maintained by Abbott or any of its Affiliates.

(v)   “Business Employees” means U.S. Business Employees and Non-U.S. Business Employees, collectively.

(vi)  “Transferred Employees” means U.S. Transferred Employees and Non-U.S. Transferred Employees, collectively.

(b)        Transfer of Employment.  As of the Closing, GE shall commence to employ, or cause the applicable Affiliate to commence to employ, any U.S. Business Employees.  As of the Closing, in respect of any Non-U.S. Business Employee whose employment shall not transfer automatically by operation of Law, GE shall, or shall cause the applicable Affiliate to, commence to employ such Non-U.S. Business Employee. The foregoing provisions of this Section 8.1(b) shall not be applicable with respect to any Business Employee who is absent from active employment as of the Closing due to long-term disability entitling the

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Business Employee to long-term disability benefits under an applicable long-term disability plan maintained by Abbott or any of its Affiliates.

                                8.2           Compensation and Employee Benefits.

(a)        Compensation and Benefits Comparability.  For a period of two (2) years following the Closing, Transferred Employees who remain in the employment of GE or any of its Affiliates shall receive (i) base salary or wage rates and incentive compensation opportunity that, in the aggregate, are not less than those in effect for each such Transferred Employee immediately prior to Closing, (ii) employee benefits that, in the aggregate, are reasonably comparable to those in effect for similarly situated recently acquired employees of GE and (iii) severance benefits which are no less favorable on an individual basis than the severance benefits that would have been applicable to each such Transferred Employee under the Abbott or Abbott Affiliate severance plans or individual agreements to the extent set forth on Schedule 8.2(a) (which Abbott shall provide GE as soon as reasonably practicable, and in no event later than sixty (60) days after the signing of this Agreement and Schedule 8.2(a) shall exclude any plan or agreement mandated by and maintained solely pursuant to applicable Law), immediately prior to the Closing, as the case may be, taking into account such Transferred Employee’s additional period of service and rate of base pay or wages and bonus target with GE or its Affiliates following the Closing.  Except as required by Law, nothing contained in this Agreement shall be construed as requiring GE or one of its Affiliates to continue the employment of any specific person.

(b)        Severance Liabilities.  GE and its Affiliates shall be solely responsible for any severance, redundancy or similar termination payments or benefits that may become payable to any Transferred Employee on or after the Closing, and GE shall indemnify Abbott and its Affiliates from any and all Liabilities for such payments and benefits and shall reimburse Abbott as set forth below.  To the extent that Abbott or any of its Affiliates become liable for, or are legally required to make, severance, redundancy or similar termination payments or benefits to any Transferred Employee on or after the Closing, GE shall, or shall cause its Affiliates to, reimburse Abbott, as soon as practicable but in any event within thirty (30) days of receipt from Abbott of appropriate verification, for all payments, costs and expenses actually paid by Abbott or its Affiliates as required by applicable Law or any Contract.  Abbott and its Affiliates shall be solely responsible for any severance, change in control, redundancy or similar termination payments or benefits that may become payable to any Business Employee who does not become a Transferred Employee, and Abbott shall indemnify GE and its Affiliates from any and all Liabilities for such payments and benefits and shall reimburse GE as set forth below.  To the extent that GE or any of its Affiliates become liable for, or are legally required to make, severance, change in control, redundancy or similar termination payments or benefits to any Business Employee who does not become a Transferred Employee, Abbott shall, or shall cause its Affiliates to, reimburse GE, as soon as practicable but in any event within thirty (30) days of receipt from GE of appropriate verification, for all payments, costs and expenses actually paid by GE or its Affiliates as required by applicable Law or any Contract.

(c)        Service Credit.  GE shall, and shall cause its Affiliates to, recognize the prior service and seniority of each Transferred Employee as if such service had been performed with, and such seniority has been earned with, GE for purposes of eligibility,

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vesting and service related level of benefits (excluding pension benefit accrual, except as required by Law or pursuant to Section 8.4(a)) under the employee benefit plans and policies provided by GE to the Transferred Employees following the Closing, to the same extent such service and seniority is recognized by Abbott or its Affiliates immediately prior to the Closing.

(d)        Welfare Plans.  Except as otherwise required by applicable law, (i) Abbott or one of its Affiliates shall retain responsibility under the Abbott “employee welfare benefit plans” (as defined in Section 3(1) of ERISA, whether or not such plan is subject to ERISA) in which the Transferred Employees participate with respect to all welfare benefit claims incurred by the Transferred Employees and their eligible dependents prior to the Closing and (ii) GE or one of its Affiliates shall be responsible for all welfare benefit claims incurred by Transferred Employees and their eligible dependents on or after the Closing.  With respect to any “employee welfare benefit plan” maintained by GE or any of its Affiliates in which Transferred Employees are eligible to participate after the Closing, GE shall, and shall cause its Affiliates to, (A) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such Transferred Employees to the extent such conditions and exclusions were satisfied or did not apply to such Transferred Employees under the welfare benefit plans maintained by Abbott or any of its Affiliates immediately prior to the Closing and (B) provide each Transferred Employee with credit for any co-payments and deductibles paid by such Transferred Employee in the plan year in which the Closing occurs prior to the Closing in satisfying any analogous deductible or out-of-pocket requirements to the extent applicable under any such plan.  Effective as of the Closing, GE and its Affiliates shall assume all obligations for providing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, to Transferred Employees (and their eligible dependents), regardless of whether the qualifying event giving rise to that coverage occurred prior to, on or after the Closing.

(e)        Labor and Employment Law Matters.  GE and Abbott shall, and shall cause their Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law to notify, consult with, or negotiate the effect, impact, terms or timing of the transactions contemplated by this Agreement with each works council, union, labor board, employee group, or Governmental Authority where so required under applicable Law.  GE and Abbott shall, and shall cause their applicable Affiliates to, comply with all applicable Laws, directives and regulations relating to the Transferred Employees, including providing any required notice under the Worker Adjustment and Retraining Notification Act, as amended, and any similar foreign, state or local law.

(f)         Incentive Compensation.  GE shall, and shall cause its Affiliates to, continue each performance period in effect at the Closing under each incentive compensation bonus plan in which any Transferred Employee participates, with appropriate adjustment (as determined by Abbott and GE in good faith) to the applicable performance targets to take into account the transactions contemplated by this Agreement.  GE shall, and shall cause its Affiliates to, make such bonus payments at the time prescribed by the applicable plan as in effect immediately prior to the Closing and in accordance with the historical past practices under such plan as in effect immediately prior to the Closing.  In no event shall the aggregate amount of bonus paid with respect to such performance periods be less than the amount accrued for and reflected in the Closing Date Balance Sheets.

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(g)        Flexible Spending Account.  Effective as of the Closing, GE and its Affiliates shall have in effect flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “GE FSA Plan”) and each U.S. Transferred Employee shall be eligible as of the Closing to participate in a GE FSA Plan pursuant to the terms of such plan.  Effective as of the Closing, GE and its Affiliates shall cause the GE FSA Plan to accept a spin-off of the health care flexible spending reimbursement accounts of each U.S. Transferred Employee who participates in the Abbott or Abbott Affiliate cafeteria plan (the “Abbott FSA Plan”) immediately prior to the Closing and to honor and continue through December 31 of the year in which the Closing occurs the elections made by each U.S. Transferred Employee under the Abbott FSA Plan in respect of such health care flexible spending reimbursement accounts that are in effect immediately prior to the Closing.  As soon as practicable following the date of Closing, Abbott shall cause to be transferred from the Abbott FSA Plan to the GE FSA Plan the excess, if any, of the aggregate accumulated contributions to the health care flexible spending reimbursement accounts made by U.S. Transferred Employees prior to the Closing during the year in which the Closing occurs over the aggregate reimbursement payouts paid to the Transferred Employees for such year from such accounts.  From and after the Closing, GE shall assume and be solely responsible for all claims by U.S. Transferred Employees under the Abbott FSA Plan’s health care flexible spending reimbursement accounts incurred at any time during the calendar year in which the date of Closing occurs, whether incurred prior to, on or after the date of Closing, that have not been paid in full as of the date of Closing.  Abbott shall maintain and continue to process claims related to the 2006 plan year for such Abbott FSA Plan in accordance with the plan terms. For Transferred Employees located in Puerto Rico who are receiving comparable flexible spending reimbursement account benefits, Abbott and GE shall use commercially reasonable efforts to effect a similar transfer of assets for such benefits.

                                8.3           U.S. Defined Benefit Pension Plans. Effective as of the Closing, GE shall establish or designate defined benefit pension plans that are intended to be qualified under Code Section 401(a) (collectively, the “U.S. GE Pension Plans”) for the benefit of the U.S. Transferred Employees.  Each U.S. Transferred Employee as of the Closing shall be a participant in a U.S. GE Pension Plan pursuant to the terms of such plan; provided, that such participant makes contributions required in order to participate in the U.S. GE Pension Plan.

                                8.4           Non-U.S. Defined Benefit Pension Plans.

(a)        Effective as of the Closing, GE shall establish or designate defined benefit pension plans (collectively, the “Non-U.S. GE Pension Plans”) for the benefit of the Non-U.S. Transferred Employees who participated in one or more of the defined benefit pension plans maintained by Abbott or its Affiliates immediately prior to the Closing (collectively, the “Abbott Pension Plans”).  Such Non-U.S. Transferred Employees are referred to hereinafter as the “Pension Plan Employees.”  Each Non-U.S. GE Pension Plan shall provide benefit formulas and provisions that are equivalent in value to the benefit plan formulas and provisions in the corresponding Abbott Pension Plan as of the Closing and GE shall either continue such Non-U.S. GE Pension Plan on the same basis, or offer comparable retirement benefits (with no reduction, in either case, in employer-paid value, based on comparability standards used by nationally recognized benefits consulting firms) to the Pension Plan Employees, for a period of at least two years immediately following the Closing.  The Pension

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Plan Employees shall be given credit under the respective Non-U.S. GE Pension Plan for all service with and compensation from Abbott or its Affiliates as if it were service with and compensation from GE for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective Non-U.S. GE Pension Plan.  Each Non-U.S. GE Pension Plan shall provide, upon the transfer of assets referred to below (or, if there is no transfer of assets with respect to a particular plan because the plan is not required to be funded under applicable Law, as of the Closing), that the accrued benefits for the Pension Plan Employees under such Non-U.S. GE Pension Plan shall in no event be less than their accrued benefits under the corresponding Abbott Pension Plan as of the Closing.

(b)        With respect to any Abbott Pension Plan maintained outside of the United States (other than any Abbott Pension Plan maintained in the United Kingdom), Abbott shall use commercially reasonable efforts to cause to be transferred from the trusts under such Abbott Pension Plan to the trusts under the corresponding Non-U.S. GE Pension Plan assets in the form of cash, cash equivalents and marketable securities, the value of which shall be equal to: (i) the actuarial present value of accrued (and not projected) benefits (that is, the “accumulated benefit obligation” as defined in Statement of Financial Accounting Standards No. 87, “ABO”) under such Abbott Pension Plan as of the date of Closing that are attributable to Pension Plan Employees divided by the ABO of all participants in such Abbott Pension Plan as of the date of Closing, multiplied by the market value of the assets of such Abbott Pension Plan at the date of Closing, provided that such transferred amount shall not, in any event, exceed the ABO under such Abbott Pension Plan of all Pension Plan Employees as of the date of Closing, or (ii) such greater amount as is required by the applicable regulatory authority having jurisdiction over the Abbott Pension Plan in order to obtain approval for the transfer.  With respect to any Abbott Pension Plan maintained in the United Kingdom, Abbott shall use commercially reasonable efforts to cause to be transferred from the trusts under such Abbott Pension Plan to the trusts under the corresponding Non-U.S. GE Pension Plan assets in the form of cash, cash equivalents and marketable securities, the value of which shall be equal to the actuarial present value of projected benefits (that is, the “projected benefit obligation” as defined in Statement of Financial Accounting Standards No. 87, “PBO”) under such Abbott Pension Plan as of the date of Closing that are attributable to Pension Plan Employees divided by the PBO of all participants in such Abbott Pension Plan as of the date of Closing, multiplied by the market value of the assets of such Abbott Pension Plan at the date of Closing, provided that such transferred amount shall not, in any event, exceed the PBO under such Abbott Pension Plan of all Pension Plan Employees as of the date of Closing.  The amounts determined in accordance with the preceding sentences of this Section 8.4(b) are collectively referred to as the “Pension Transfer Amounts”.  The transfer of the Pension Transfer Amounts, and the assumption by GE of Liabilities with respect to or relating to the Non-U.S. Transferred Employees under the applicable Abbott Pension Plans, shall be subject to such consents, approvals and other legal requirements as may apply under applicable Law, including the consent of the Non-U.S. Transferred Employee to the extent required by applicable Law.  GE shall use its best efforts to cause the corresponding Non-U.S. GE Pension Plans to accept the Pension Transfer Amounts.  To the extent the trustees or managers of an Abbott Pension Plan do not transfer the Pension Transfer Amount calculated with respect to that plan (as adjusted in accordance with Section 8.4(d) below), Abbott shall or shall cause the difference between the Pension Transfer Amount (as adjusted in accordance with Section 8.4(d) below) and the amount actually transferred to be paid to GE, or to such other Person or plan as GE shall direct, no later than thirty (30) days after Abbott’s receipt of

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notification from the trustees or managers of the amount that they have transferred.  To the extent an Abbott Pension Plan is not required to be funded by applicable Law, there shall be no transfer of assets by the Abbott Pension Plan or Abbott.  Actuarial determinations shall be made in accordance with Section 8.4(g) below.

(c)        As of the date of Closing, Abbott shall cause the Non-U.S. Transferred Employees to cease further accrual of benefits under the Abbott Pension Plans.

(d)        The Pension Transfer Amount, if any, from each Abbott Pension Plan shall be equitably adjusted to take into account benefit payments made from the Abbott Pension Plans to the Pension Plan Employees after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period.  The Pension Transfer Amount, if any, shall be determined by the actuaries for the applicable Abbott Pension Plans in accordance with Section 8.4(g) below.

(e)        Subject to such consents, approvals and other legal requirements as may apply under applicable Law, Abbott shall use commercially reasonable efforts to cause the transfer of the Pension Transfer Amounts to take place within one hundred and eighty (180) days after the date of Closing.

(f)         At the times of the transfers of the Pension Transfer Amounts (or if there is no transfer of assets with respect to a particular plan because the plan is not required to be funded under applicable Law, at the Closing), GE and the Non-U.S. GE Pension Plans shall assume all Liabilities for all accrued benefits, including all disability, part-time and other ancillary benefits, under the corresponding Abbott Pension Plans in respect of the Non-U.S. Transferred Employees whose benefits are transferred, and Abbott and its Affiliates and the corresponding Abbott Pension Plans shall be relieved of all Liabilities to provide benefits under the Abbott Pension Plans to the Non-U.S. Transferred Employees whose benefits are transferred.  From and after the date of such applicable transfer of the Pension Transfer Amounts (or if there is no transfer of assets with respect to a particular plan because the plan is not required to be funded under applicable Law, from and after the Closing), GE agrees to indemnify and hold harmless Abbott and its Affiliates and its and their officers, directors, employees, and agents from and against any and all costs, damages, losses, expenses, or other Liabilities arising out of or related to the Non-U.S. Transferred Employees whose benefits under the Abbott Pension Plans are transferred to the Non-U.S. GE Pension Plans.

(g)        For purposes of this Section 8.4, actuarial determinations shall be based upon the actuarial assumptions and methodologies used in preparing the most recent audited financial statements of Abbott as of the date of the determination.  The applicable plan sponsor of the plans shall cause the plan actuary or administrator to provide a report of its determination of such amount within 90 days of the Closing and any back-up information reasonably required by GE to confirm the accuracy of such determination.  If GE disputes the accuracy of the calculation, GE and Abbott shall cooperate to identify the basis for such disagreement and act in good faith to resolve such dispute.  To the extent that a dispute is unresolved after a 45 day period following identification of such dispute, the calculations shall be verified by an independent third party benefits consulting firm selected by the mutual

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agreement of the parties.  The decision of such consulting firm shall be final, binding and conclusive on all parties to this Agreement.  GE and Abbott shall share equally the costs of such consulting firm.

                                8.5           U.S. Defined Contribution Plans.

(a)        Effective as of the Closing, GE shall establish or designate defined contribution plans that are intended to be qualified under Code Section 401(a) (collectively, the “U.S. GE DC Plans”) for the benefit of the U.S. Transferred Employees.  Each U.S. Transferred Employee as of the Closing shall be eligible to participate in a U.S. GE DC Plan pursuant to the terms of such plan.

(b)        Each U.S. GE DC Plan shall provide for the receipt in cash from U.S. Transferred Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code).  As soon as practicable following the Closing Date, GE shall provide Abbott with such documents and other information as Abbott shall reasonably request to assure itself that the U.S. GE DC Plans are tax-qualified and provide for the receipt of eligible rollover distributions.  Each U.S. Transferred Employee shall be given the opportunity to receive a distribution of his or her account balance under any Abbott defined contribution plan that is intended to be qualified under Code Section 401(a) shall be given the opportunity to elect to “roll over” such account balance to a U.S. GE DC Plan, subject to and in accordance with the provisions of such plan(s) and applicable Law.  GE and Abbott shall work together in order to facilitate any such distribution or rollover and to effect an eligible rollover distribution for those U.S. Transferred Employees who elect to rollover their account balances directly into a U.S. GE DC Plan.

                                8.6           Non-U.S. Defined Contribution Plans.

(a)        Effective as of the Closing, GE shall establish or designate defined contribution plans (collectively, the “Non-U.S. GE DC Plans”) for the benefit of the Non-U.S. Transferred Employees who participated in one or more of the defined contribution plans (other than a Transferred Abbott DC Plan) maintained by Abbott or its Affiliates immediately prior to the Closing outside the United States (collectively, the “Non-U.S. Abbott DC Plans”).  Such Non-U.S. Transferred Employees are referred to hereinafter as the “DC Employees”.  Each Non-U.S. GE DC Plan shall provide employer matching contribution formulas and provisions that are equivalent in value to the employer matching contribution formulas and provisions in each corresponding Non-U.S. Abbott DC Plan as of the Closing and GE shall either continue such formulas or offer comparable retirement benefits to DC Employees for a period of at least two years immediately following the Closing.  The DC Employees shall be given credit under the respective Non-U.S. GE DC Plan for all service with and compensation from Abbott or its Affiliates as if it were service with and compensation from GE for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective Non-U.S. GE DC Plan.

(b)        With respect to a Non-U.S. Abbott DC Plan, Abbott shall cause the transfer under each such Non-U.S. Abbott DC Plan to the corresponding Non-U.S. GE DC Plan of cash or cash equivalents equal to the actual account balances of the DC Employees under

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each such Non-U.S. Abbott DC Plan as of the Closing or such greater amount as is required by the applicable regulatory authority having jurisdiction over the Non-U.S. Abbott DC Plan in order to obtain approval of such transfer (the “DC Transfer Amount”).  The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and other legal requirements as may apply under applicable Law.  GE shall use commercially reasonable efforts to cause the DC Transfer Amounts to be accepted by such plans.  To the extent a Non-U.S. Abbott DC Plan is not required to be funded by applicable Law, there shall be no transfer of assets.

(c)        The DC Transfer Amounts to be transferred, if any, from the respective Non-U.S. Abbott DC Plans shall be equitably adjusted to take into account benefit payments made from the respective Non-U.S. Abbott DC Plans to the DC Employees after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period.  The transfer of the DC Transfer Amount, if any, shall take place within one hundred and eighty (180) days after the date of Closing.

(d)        At the times of the transfers of the DC Transfer Amounts (or if there is no transfer of assets with respect to a particular plan because the plan is not required to be funded under applicable Law, at the Closing), GE and the Non-U.S. GE DC Plans shall assume all Liabilities with respect to or relating to Non-U.S. Transferred Employees under the applicable Non-U.S. Abbott DC Plan and Abbott and its Affiliates and the Non-U.S. Abbott DC Plans shall be relieved of all such Liabilities under such Non-U.S. Abbott DC Plan with respect to the Non-U.S. Transferred Employees.  From and after the date of the transfer of the DC Transfer Amount (or if there is no transfer of assets with respect to a particular plan because the plan is not required to be funded under applicable Law, as of the Closing), GE agrees to indemnify and hold harmless Abbott and its Affiliates and its and their officers, directors, employees, and agents from and against any and all costs, damages, losses, expenses, or other Liabilities arising out of or related to the Non-U.S. Transferred Employees under the applicable Non-U.S. Abbott DC Plans.

                                8.7           U.S. Retiree Medical and Life.

(a)        Abbott shall extend retiree health and life insurance coverage under the retiree health and life insurance plans provided by Abbott and its Affiliates (the “Abbott Retiree Welfare Plans”) to each U.S. Transferred Employee (including any of his or her eligible dependents) who, as of the Closing, is eligible for such coverage under the Abbott Retiree Welfare Plans.  Each U.S. Transferred Employee not described in the foregoing sentence shall, for eligibility purposes only (but not level of benefits or employee contributions), be credited with up to an additional three years of age and service under the Abbott Retiree Welfare Plans, but only to the extent such additional years are required for such U.S. Transferred Employee to become eligible for coverage under the Abbott Retiree Welfare Plans (each U.S. Transferred Employee who, by reason of the additional crediting of age or service hereunder, becomes eligible to participate in the Abbott Retiree Welfare Plans, a “Transitional Retiree”).  Notwithstanding the foregoing, only actual years of service with Abbott and its Affiliates prior to the Closing shall be taken into account for purposes of determining employee contribution levels under the Abbott Retiree Welfare Plans; provided, however, that Transitional Retirees who have less than ten years of service with Abbott and its Affiliates as of the Closing shall be eligible for benefits under the Abbott Retiree Welfare Plans at the employee contribution level for

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employees with ten years of service (as in effect from time to time) under such plans.  Each Transitional Retiree shall be eligible to elect commencement of coverage under the Abbott Retiree Welfare Plans after the later of (i) attainment of age 50 and (ii) the tenth anniversary of the date of commencement of the Transitional Retiree’s service (for purposes of the Abbott Retiree Welfare Plans) with Abbott or its Affiliates.  Any post-retirement healthcare and life insurance coverage provided to Transitional Retirees (and his or her eligible dependents) shall be subject in all respects to the terms and conditions of the Abbott Retiree Welfare Plans as in effect from time to time.  Abbott shall be solely liable for any such post-retirement healthcare and life insurance coverage.

(b)        Abbott expressly reserves the right to amend, alter, modify or terminate the terms of the Abbott Retiree Welfare Plans, as the case may be, at any time and to interpret the provisions of those plans with respect to its employees, the Transitional Retirees and all of its other former employees and their respective dependents; provided, however, that Abbott agrees that any amendments, alterations, modifications, or terminations with respect to those plans shall be applied in a consistent manner to Abbott retirees and Transitional Retirees who are eligible for coverage under those plans.  Abbott shall not be responsible or otherwise liable for the provision of post-retirement healthcare and life insurance coverage to any U.S. Transferred Employees other than as expressly provided in this Section 8.7.

                                8.8           Deferred Compensation. Abbott shall retain responsibility under all deferred compensation and supplemental retirement arrangements that are not intended to be qualified under Section 401(a) of the Code with respect to the benefits of the U.S. Business Employees, including the U.S. Transferred Employees.  Abbott shall have no responsibility with respect to deferred compensation and supplemental retirement arrangements created after the Closing for the benefit of the U.S. Transferred Employees.

                                8.9           Equity Compensation.

(a)        Effective as of the Closing, the Abbott Compensation Committee shall take the necessary actions on or prior to the Closing solely with respect to Transferred Employees under the equity plans and programs established by Abbott (the “Abbott Stock Plans”) to provide that (i) each outstanding stock option to purchase one or more common shares of Abbott (each, an “Abbott Option”) which is not exercisable as of the Closing shall become exercisable as of the Closing and (ii) the restrictions on each share of Abbott restricted stock (each, a share of “Abbott Restricted Stock”) and each restricted stock unit (each, an “Abbott RSU”) shall lapse as of the Closing.  Each Abbott Option, each share of Abbott Restricted Stock and each RSU held by a Transferred Employee who has not, as of the Closing, attained the age of 50 or has less than ten years of service with Abbott or any of its Affiliates, shall be treated in accordance with the applicable terms of the applicable Abbott Stock Plans.  Each Transferred Employee who has, as of the Closing, attained the age of 50 and has ten or more years of service with Abbott or any of its Affiliates, shall be treated as a “retiree” under and in accordance with the applicable terms of the applicable Abbott Stock Plans.

(b)        ESPP.  Effective as of the Closing, each Transferred Employee who participates in an employee stock purchase plan maintained by Abbott or its Affiliates immediately prior to the Closing (the “Abbott ESPPs”) shall cease participation in the applicable

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Abbott ESPPs and shall have his or her payroll deductions refunded by Abbott as soon as administratively practicable in accordance with the terms of the Abbott ESPPs.  As of the Closing, Transferred Employees shall be eligible to participate in the employee stock purchase plans sponsored by GE in accordance with the terms of such plans.

                                8.10         U.S. Career Transition Incentive.  As soon as reasonably practicable, and in no event later than sixty (60) days after Closing, Abbott and its actuaries shall calculate the aggregate bonus amount (the “Bonus Amount”) for all U.S. Transferred Employees who have attained at least age 40 as of the Closing (each, a “CTI Employee”) and shall notify GE of such calculations (the “Notification”), providing GE relevant back-up information reasonably required to confirm the accuracy of such calculation.  The Bonus Amount shall be equal to or greater than the aggregate incremental increase in the “accumulated benefit obligations” (as defined in Statement of Financial Accounting Standards No. 87) as of the Closing under the Abbott Pension Plans maintained in the United States (the “U.S. Abbott Pension Plans”) and under the supplemental pension arrangements that are not intended to be qualified under Section 401(a) of the Code maintained by Abbott or its Affiliates (the “Abbott NQ Plans”), assuming an increase in the present value of the accrued benefits (but excluding any increase attributable to interest) under the U.S. Abbott Pension Plans and Abbott NQ Plans over a three year period for all CTI Employees, calculated using the actuarial assumptions and methodologies that were used in preparing the most recent audited financial statements of Abbott.  The Bonus Amount shall not, in any event, exceed $75,000,000.  If GE disputes the accuracy of the calculation, it shall notify Abbott of such dispute within two (2) weeks after the date of the Notification and GE and Abbott shall cooperate to identify the basis for such disagreement and act in good faith to resolve such dispute.  To the extent that a dispute is unresolved, the accuracy of the calculations shall be verified no later than three (3) weeks after the date of the Notification by an independent third party benefits consulting firm selected by the mutual agreement of the parties.  The decision of such consulting firm shall be final, binding and conclusive on all parties to this Agreement.  GE and Abbott shall share equally the costs of such consulting firm.  Within thirty (30) days of GE’s receipt of the Notification, GE shall pay each CTI Employee a cash payment representing an appropriate share of the Bonus Amount based on the foregoing calculations under this Section 8.10.

                                8.11         Mutual Non-Hire.  Without the prior written consent of GE, neither Abbott nor any of its Affiliates shall, for a period of two (2) years following the Closing, hire, whether as an employee or independent contractor, any person who is a Transferred Employee.  Without the prior written consent of Abbott, neither GE nor any of its Affiliates shall, on behalf of GE Healthcare, for a period of two (2) years following the Closing, hire, whether as an employee or independent contractor, (i) any person who was employed by Abbott or any of its Affiliates in the Business but who is not a Transferred Employee and who is employed by Abbott, (ii) any person who was employed by Abbott or any of its Affiliates in the Business but who is not a Transferred Employee and who resigned or retired from Abbott six (6) months prior to the Closing or (iii) any person who is employed by Abbott in the Abbott Diabetes Care Business or the Abbott Molecular Diagnostics Business.  Without the prior written consent of Abbott, neither GE nor any of its Affiliates shall hire any employee of Abbott or any Affiliate of Abbott with whom GE came into contact in connection with the negotiation of this Agreement or the related integration and transition matters associated with the transactions contemplated by this Agreement. Any exceptions to the foregoing sentences shall be jointly approved by Abbott’s

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Senior Vice President, Human Resources and GE Healthcare’s Senior Vice President, Human Resources, or their delegates.

                                8.12         Deferred Closing Jurisdictions.  For purposes of this Article 8, in respect of any Deferred Closing Jurisdiction, (a) subject to clause (d) below, GE and Abbott shall mutually agree in good faith on appropriate arrangements to continue the Abbott compensation and employee benefits (including statutory arrangements) for the Business Employees as of the Closing (unless otherwise agreed by GE or required by applicable Law), at the expense of GE, until the date of the Deferred Local Closing or such other date as may be agreed upon by GE and Abbott, (b)  except to the extent otherwise required by applicable Law, Business Employees in any Deferred Closing Jurisdiction shall not become Transferred Employees until the Deferred Local Closing, (c) any Pension Transfer Amount and any DC Transfer Amount shall be determined as of the applicable Deferred Local Closing, in the same manner as provided in Sections 8.4(b) and 8.6(b), respectively, and, subject to such consents, approvals and other legal requirements as may apply under applicable Law, Abbott shall use commercially reasonable efforts to cause the transfer of any Pension Transfer Amount and any DC Transfer Amount to take place within 180 days of the applicable Deferred Local Closing, in each case after taking into account adjustments for earnings, gains/losses and benefit payments after the applicable Deferred Local Closing but prior to the date of transfer, in the same manner as provided in Sections 8.4(d) and 8.6(c), respectively, and (d) any required adjustments to implement this Article 8 with respect to such jurisdiction, including in respect of the timing and manner of payments between Abbott, GE or any of their respective Affiliates, shall be set forth in the business transfer agreement applicable to the Deferred Closing Jurisdiction.

                                8.13         Puerto Rico.  In the event of a Delayed PR Closing pursuant to Section 7.15 of this Agreement, for purposes of applying this Article 8 to Business Employees in Puerto Rico, the terms “Closing” and “Closing Date” shall mean the “Delayed PR Closing” and the “Delayed PR Closing Date”, respectively.

ARTICLE 9

TAXES

                                9.1           Abbott and GE Indemnities.

(a)        Abbott and its Affiliates shall be liable for and pay, and pursuant to Article 12, shall indemnify and hold harmless the GE Indemnified Parties against any and all Losses (as such terms are defined in Section 12.2(a)) incurred by such GE Indemnified Party in connection with or arising from (i) all Taxes applicable to the Business, the Purchased Assets and the Assumed Liabilities that are attributable to the Pre-Closing Tax Period; and (ii) all Taxes arising from any action required or contemplated by Section 7.11 hereof relating to Intercompany Arrangements; provided, however, that Abbott shall not be liable for and not be required to indemnify against (x) any Taxes (other than Income Taxes) set forth on the Closing Date Balance Sheet, unless such Taxes in the aggregate exceed the aggregate amount of such Taxes set forth on the Closing Date Balance Sheet (the aggregate of the Taxes (other than Income Taxes) set forth on the Closing Date Balance Sheet, “Excluded Taxes”) or (y) any and all

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Losses related to Taxes described in (i) or (ii) above (other than such Taxes themselves) for which GE or its Affiliates are responsible for filing the applicable Tax Return except to the extent that such Losses arise out of the action or inaction of Abbott or any of its Affiliates.

(b)        GE and its Affiliates shall be liable for and pay, and pursuant to Article 12 shall indemnify the Abbott Indemnified Parties with respect to, any Excluded Taxes and any and all Losses related thereto (other than such Excluded Taxes themselves) arising out of the action or inaction of GE or any of its Affiliates.

                                9.2           Apportionment of Taxes.

(a)        With respect to any Tax Return for any Straddle Period related to the Business or the Purchased Assets, the party responsible for preparing such Tax Return shall, to the extent permitted by Law, elect to treat the Closing Date as the last day of the taxable year or period and shall apportion any Taxes arising out of or relating to a Straddle Period to the Pre-Closing Tax Period and the Post-Closing Tax Period under a “closing-of-the-books” method as described in Treasury Regulation Section 1.1502-76(b)(2) (or any similar provision of state, local or foreign Law).  In any case where applicable Law does not permit the relevant party to treat the Closing Date as the last day of the taxable year or period, any Taxes arising out of or relating to a Straddle Period shall be apportioned to the Pre-Closing Tax Period and the Post-Closing Tax Period based on such a closing-of-the-books method; provided, however, that (i) exemptions, allowances or deductions that are calculated on an annualized basis (including depreciation, amortization and depletion deductions) shall be apportioned on a daily pro rata basis, (ii) solely for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, and (iii) Real Property Taxes and personal property Taxes shall be allocated in accordance with the principles set forth in Section 9.2(b).

(b)        All personal property Taxes, Real Property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets or the Business for a Straddle Period shall be apportioned between the Pre-Closing Tax Period and Post-Closing Tax Period based on the number of days included in each such period.

                                9.3           Tax Return Filing and Amendment.

(a)        With respect to any Tax Return for a Pre-Closing Tax Period and for a Straddle Period relating to the Business or the Purchased Assets that has not been filed on or before the Closing Date, the party that is obligated to file such Tax Return under applicable Law shall prepare and file, or cause to be prepared and filed, such Tax Return and pay, or cause to be paid, all Taxes shown as due thereon.

(b)        The party preparing and filing a Tax Return described in Section 9.3(a) that includes a Pre-Closing Tax Period for which indemnification may be required under Article 12 or the party filing an amendment to such Tax Return, shall deliver, not less than thirty (30) days prior to the due date on which the Tax Return shall be filed, to the other party (against whom a claim for indemnification may be made under Article 12 as a result of the filing of such Tax Return or amended Tax Return) a statement setting forth the amount of Taxes for

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which such other party may be liable under Article 12 (as determined below), and copies of such Tax Returns.  Such other party shall have the right to review and comment on the form and substance of such statement and Tax Returns.  Abbott and GE agree to consult and resolve in good faith any issue arising as a result of the review of such statement and Tax Returns. Notwithstanding the indemnification claim procedure set forth in Sections 12.2 and 12.3, no later than five (5) days prior to the due date for the filing of each such Tax Return, the non-filing party shall pay to the party filing such Tax Return an amount equal to the amount such party is liable for under Article 12 if the amount of Taxes reflected on such Tax Return were the final amount of Taxes owing with respect to such Tax Return under applicable Law. Any Tax Return to be prepared and filed under this Section 9.3 shall, to the extent permitted by applicable Law, be prepared on a basis consistent with the last previous Tax Return relating to the Business or the Purchased Asset.  Any Tax Return prepared pursuant to this Section 9.3 shall not be dispositive of the amount of Taxes allocable to the Pre-Closing Tax Period for each such Tax Return for purposes of determining the amount of  liability under Section 12.2(a)(ii) or Section 12.3(a)(iv), if Abbott and GE are unable to resolve their differences regarding such Tax Return prior to filing.

(c)        If there shall be any conflicts between the provisions of this Section 9.3 and Section 9.7 (relating to Conveyance Taxes), the provisions of Section 9.7 shall control with respect to Conveyance Taxes.

                                9.4           Refunds.  Abbott shall be entitled to retain or, to the extent actually received by, or credited to, GE or its Affiliates, receive immediate payment from GE or any of its Affiliates  of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing or otherwise) with respect to any Pre-Closing Tax Period relating to the Purchased Assets or the Business except to the extent such Taxes (or refunds or credits with respect to such Taxes) are reflected on the Closing Date Balance Sheet.  GE shall be entitled to retain or, to the extent actually received by, or credited to, Abbott or its Affiliates, receive immediate payment from Abbott or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing or otherwise) with respect to any Post-Closing Tax Period relating to the Purchased Assets or the Business or with respect to Taxes, refunds or credits that are reflected on the Closing Date Balance Sheet.  Abbott shall cooperate with GE to enable GE to obtain any refund or credit with respect to Taxes to the extent such refund or credit is reflected on the Closing Date Balance Sheet and GE shall cooperate with Abbott in securing any refund or credit of Taxes to which Abbott would be entitled under this Section 9.4.  Any refund or credit of Taxes with respect to a Straddle Period shall be apportioned to the Pre-Closing and Post-Closing Tax Periods in accordance with the principles set forth in Section 9.2.  Except to the extent applicable Law requires otherwise, the party receiving the refund shall treat the receipt of such payment as not constituting income subject to Tax.  Any payment made pursuant to this Section 9.4 shall be net of any Taxes imposed on the payor as a result of its receipt of such refund increased by any Tax benefit to which the payor becomes entitled as a result of the payment made pursuant to this Section 9.4.

                                9.5           Resolution of Tax Controversies.  If a claim shall be made by any Governmental Authority or taxing authority that might result in an indemnity payment under Section 12.2(a)(ii) or Section 12.3(a)(iv), the party that would be required to pay such amount shall promptly be notified by the party entitled to such indemnity to the extent that the

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Governmental Authority or taxing authority did not notify the indemnifying party of such claim, provided that, failure to comply with this provision shall not affect the right to indemnification hereunder except to the extent such failure materially impairs the indemnifying party’s ability to contest any such Tax liabilities.  In the event that a Governmental Authority or a taxing authority determines a deficiency in any Tax, the party ultimately responsible for such Tax under this Agreement, whether by indemnity or otherwise, shall have authority to determine whether to dispute such deficiency determination and to control the prosecution or settlement of such dispute; provided that with respect to Straddle Periods, Abbott and GE shall jointly control the dispute.  The party that is not ultimately responsible for such Tax under this Agreement shall have the right to participate at its own expense in the conduct of any such proceeding involving a Tax claim that would, if the relevant taxing authority were successful in asserting its claim, adversely affect such party.

                                9.6           Tax Cooperation.  Abbott and GE agree to furnish or cause to be furnished to the other party, upon request, as promptly as practical, such information and records and assistance (including making such of their respective officers, directors, employees and agents available as may reasonably be requested by such other party) in connection with the preparation of any Tax Return, audit or other proceeding that relates to the Purchased Assets or the Business.  Any expense incurred in providing such information or assistance shall be borne by the party requesting it.

                                9.7           Conveyance Taxes.

(a)        Notwithstanding any other provision of this Agreement to the contrary, all transfer, documentary, recording, sales, use, registration, stamp and other similar Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or capital gains) together with any conveyance fees, notarial and registry fees and recording costs (including any penalties and interest thereon) imposed by any taxing authority or other Governmental Authority with respect to the transfer of the Purchased Assets and the Business to GE or its Affiliates pursuant to this Agreement (the “Conveyance Taxes”) shall be borne by GE and its Affiliates, regardless of which party is obligated to pay (or has paid) such Taxes under applicable Law, provided that the excess of such Conveyance Taxes over $100,000,000 shall be borne equally by GE and its Affiliates, on the one hand, and Abbott and its Affiliates on the other hand, regardless of which party is obligated to pay (or has paid) such Taxes under applicable Law.

(b)        Each of Abbott and GE shall prepare and file, or cause to be prepared and filed, all Tax Returns relating to Conveyance Taxes that such party (or its Affiliates) is obligated to prepare and file under applicable Law and shall pay, or cause to be paid, all Taxes shown as due thereon.  The filing party shall use commercially reasonable efforts to provide the Tax Returns with respect to Conveyance Taxes it (or any of its Affiliates) is obligated to file to the non-filing party at least ten (10) days prior to the due date for the filing of such Tax Returns (taking into account any valid extension).  Abbott and GE shall cooperate to timely file all necessary Tax Returns and other documentation with respect to all such Conveyance Taxes, and, if required by applicable Law, the parties shall, and shall cause their Affiliates to join in the execution of any such Tax Returns and other documentation.  GE and Abbott agree to cooperate

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to use any available methods permitted under applicable Law to minimize the liability for Conveyance Taxes.

(c)        Within sixty (60) days following the Closing Date, GE and Abbott shall exchange information regarding the total amount of Conveyance Taxes paid by it and its Affiliates and the date upon which such Conveyance Taxes were paid.  If the parties’ total combined liabilities for Conveyance Taxes amount to a sum of less than $100,000,000, GE shall reimburse Abbott for all Conveyance Taxes paid by Abbott and its Affiliates pursuant to this Section 9.7.  If, on the other hand, such total exceeds $100,000,000, GE and Abbott shall reimburse one another as appropriate so that, in the aggregate, GE bears at least but no more than (x) $100,000,000 of Conveyance Taxes plus (y) 50% of the total Conveyance Taxes in excess of $100,000,000 and so that Abbott bears all remaining Conveyance Taxes.  Appropriate adjustments shall be made to such reimbursements to reflect any changes in Conveyance Taxes after such sixty (60) day period.  Any payment required to be made under this Section 9.7(c) from Abbott to GE or from GE to Abbott shall bear interest at the Agreed Rate from the date the applicable Conveyance Tax was paid until the date of payment under this Section 9.7(c).  For purposes of such interest calculation, it shall be assumed that GE was responsible for the first $100,000,000 in Conveyance Taxes paid, based on the date of payment, and that GE and Abbott were each responsible for 50% of any remaining Conveyance Taxes paid on or after the date total Conveyance Taxes exceeded $100,000,000.

                                9.8           Survival of Obligations.  Notwithstanding anything to the contrary in this Agreement, and notwithstanding Article 12, the obligations of the parties set forth in this Article 9 shall be unconditional and absolute and shall remain in effect without limitation as to time.

ARTICLE 10

CONDITIONS

                                10.1         Conditions to Obligations of Abbott.  The obligations of Abbott to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Abbott):

(a)        Representations, Warranties and Covenants.  Each of the representations and warranties of GE contained in this Agreement shall be true and correct in all material respects as of the Closing, with the same force and effect as if made as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct in all material respects as of such date), except in either case where any failure of such representations and warranties to be so true and correct would not materially delay or prevent the consummation of the transactions contemplated hereby in accordance with the terms hereof, and the covenants and agreements contained in this Agreement to be complied with by GE on or before the Closing shall have been complied with in all material respects, and Abbott shall have received a certificate signed on behalf of GE by an officer of GE to such effect.

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(b)        Governmental Approvals.  Any waiting periods (and any extension thereof) under the HSR Act and the EC Merger Regulation applicable to the purchase of the Business contemplated by this Agreement shall have expired or shall have been terminated and the approval of the transactions contemplated by this Agreement under the Competition/ Investment Laws of the jurisdictions listed on Schedule 10.1(b) shall have been obtained.

(c)        No Order. No Governmental Authority in any Major Jurisdiction or the European Union shall have enacted, issued, promulgated, enforced or entered any Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting the consummation of such transactions in such Major Jurisdiction or the European Union, as applicable, that is continuing as of the Closing Date.

                                10.2         Conditions to Obligations of GE.  The obligations of GE to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by GE):

(a)        Representations, Warranties and Covenants.  Each of the representations and warranties of Abbott contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct as of the Closing, with the same force and effect as if made as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where any failure of such representations and warranties to be so true and correct would not result in a Material Adverse Effect, and the covenants and agreements contained in this Agreement to be complied with by Abbott on or before the Closing shall have been complied with in all material respects, and GE shall have received a certificate signed on behalf of Abbott by an officer of Abbott to such effect.

(b)        Governmental Approvals.  Any waiting periods (and any extension thereof) under the HSR Act and the EC Merger Regulation applicable to the purchase of the Business contemplated by this Agreement shall have expired or shall have been terminated and the approval of the transactions contemplated by this Agreement under the Competition/ Investment Laws of the jurisdictions listed on Schedule 10.1(b) shall have been obtained.

(c)        No Order.  No Governmental Authority in any Major Jurisdiction or the European Union shall have enacted, issued, promulgated, enforced or entered any Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting the consummation of such transactions in such Major Jurisdiction or the European Union, as applicable, that is continuing as of the Closing Date.

(d)        Material Adverse Effect.  Since the Performance Balance Sheet Date, a Material Adverse Effect (other than any change, effect, event, occurrence, state of facts or development that is identified on Schedule 5.3,  5.4, 5.8,  5.9, 5.10, 5.11, 5.13(b) or 5.13(c) of the Company Disclosure Schedule) shall not have occurred and be continuing.

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ARTICLE 11

TERMINATION

                                11.1         Termination.  This Agreement may be terminated at any time prior to the Closing in the following circumstances:

(a)        by the mutual written consent of Abbott and GE;

(b)        by either Abbott or GE by written notice to the other, if the Closing shall not have occurred by July 18, 2007 (the “Outside Date”); provided, however, that either Abbott or GE may, in its sole discretion, by written notice to the other elect to extend the Outside Date for one (1) ninety (90) day extension period if the Closing has not occurred due to the failure of the condition set forth in Section 10.1(b), in the case of Abbott, or the condition set forth in Section 10.2(b), in the case of GE; provided further that, the right to terminate this Agreement under this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; and

(c)        by either Abbott or GE by written notice to the other in the event that any Governmental Order of any Governmental Authority in a Major Jurisdiction or the European Union restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement in such jurisdiction shall have become final and non-appealable.

                                11.2         Effect of Termination.  In the event of termination of this Agreement as provided in Section 11.1, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto except (a) as set forth in Section 7.2 and Article 13 and (b) that nothing herein shall relieve either party from liability for any willful breach of this Agreement occurring prior to such termination.

ARTICLE 12

INDEMNIFICATION AND SURVIVAL

                                12.1         Survival of Representations and Warranties.  The representations and warranties contained in Section 5.1 (Performance Financial Statements), Section 5.2 (Sufficiency of Assets), Section 5.3 (Title), Section 5.4 (Environmental Matters) and Section 5.11 (Fraud and Abuse Statutes) and the covenants and obligations of the parties hereto contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement as provided in this Article 12.  Except as provided in the immediately preceding sentence, the representations and warranties of the parties hereto contained in this Agreement shall terminate at the Closing.

                                12.2         Indemnification by Abbott.

(a)        Abbott’s Indemnity.  From and after the Closing, Abbott shall indemnify and hold harmless GE and its Affiliates, officers, directors, agents, successors and

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assigns (the “GE Indemnified Parties”) from and against all losses, Liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) which GE or its Affiliates may actually suffer or incur to the extent arising out of or related to:

(i)    the Excluded Liabilities;

(ii)   Taxes, Conveyance Taxes and any other amounts for which Abbott is liable pursuant to Article 9; provided, however, that Abbott shall not be liable for any Losses related to Taxes described in Section 9.1(a)(i) or (ii) (other than such Taxes themselves) for which GE or its Affiliates are responsible for filing the applicable Tax Return, except to the extent such Losses arise out of the action or inaction of Abbott or any of its Affiliates;

(iii)  failure by Abbott or any of its Affiliates to perform any of their covenants or agreements contained in this Agreement;

(iv)  any inaccuracies in or breaches by Abbott, specifically identified by GE as Environmental Conditions pursuant to Section 7.14(a)(ii) within thirty (30) days after the Environmental Review Commencement Date, of the representations and warranties contained in Section 5.4 (considered for these purposes, disregarding any qualification or exception contained in any such representation or warranty relating to materiality or Material Adverse Effect) (unless GE shall have exercised its option under clause (1) or (2) of Section 7.14(a)(ii));

(v)   any inaccuracies in or breaches by Abbott of the representations and warranties contained in Section 5.11 (considered for these purposes, disregarding any qualification or exception contained in any such representation or warranty relating to materiality or Material Adverse Effect) (A) that are specifically identified by GE in writing within thirty (30) days after the date of this Agreement in a notice that identifies the specific practices or condition that give rise to such inaccuracy or breach and provides an undertaking by GE that it shall not continue such practice or condition after Closing, (B) that are first discovered by, or made to known to, GE after the date of this Agreement, (C) that Abbott is unable to remedy prior to the Closing and (D) with respect to which the practices or conditions giving rise to such inaccuracy or breach are not reasonably expected to be continued by GE after Closing (if after the Closing, GE does continue such practices or conditions giving rise to such inaccuracy or breach, Abbott shall not be required to indemnify GE for such inaccuracy or breach or, if Abbott has previously indemnified GE with respect thereto, GE shall be required to reimburse Abbott for the amount of such indemnification payment); or

(vi)  any inaccuracies in or breaches by Abbott of the representations and warranties contained in Sections 5.1, 5.2 or 5.3 (considered for these purposes (other than with respect to Section 5.1), disregarding any qualification or exception contained in any such representation or warranty relating to materiality or Material Adverse Effect);

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and, in each such case, for which GE gives Abbott written notice of a claim for reimbursement following Closing in accordance with Section 12.2(b) (a “GE Claim”); provided that with respect to indemnification by Abbott for any GE Claim (X) pursuant to Sections 12.2(a)(iv), (v) and (vi), Abbott shall not be liable unless the aggregate amount of Losses for all GE Claims under Sections 12.2(a)(iv), (v) or (vi) exceeds $100,000,000 less the amount of any reimbursement by GE for Response Costs pursuant to Section 7.14(a)(ii) and then only to the extent of such excess and (Y) Abbott’s maximum liability for GE Claims under Sections 12.2(a)(iv), (v) and (vi) shall not exceed $600,000,000 in the aggregate, less the amount of any Response Costs incurred by Abbott pursuant to Section 7.14(a)(ii) (it being understood that, with respect to a breach of the warranty or inaccuracy of the representations contained in Section 5.1, the term “in all material respects” shall be disregarded in determining the amount of Losses incurred by any GE Indemnified Party in connection therewith or arising therefrom).

(b)        Notice of Claims.  Any GE Indemnified Party seeking indemnification under Section 12.2(a) shall provide a notice to Abbott in writing describing in reasonable detail the facts giving rise to any claim for indemnification and the amount sought to be reimbursed; provided that, such notice shall be given promptly following the assertion of any Third-Party Claim, or the commencement of any Action, in respect of which indemnity may be sought under Section 12.2(a) and such GE Indemnified Party shall provide Abbott such information (if then known) with respect thereto that Abbott may reasonably request; provided that Abbott shall have no Liability with respect to any claim for indemnification pursuant to Section 12.2(a) for which Abbott did not promptly receive written notice from such GE Indemnified Party, to the extent Abbott shall have been prejudiced thereby; and provided further, that Abbott shall have no Liability with respect to any claim for indemnification pursuant to (x) clause (iv) of Section 12.2(a) for which Abbott did not receive such specific written notice from GE within thirty (30) days after the applicable Environmental Review Commencement Date, (y) clause (v) of Section 12.2(a) for which Abbott did not receive such specific written notice from GE within thirty (30) days after the date of this Agreement or for which the Loss shall not have occurred within eighteen (18) months after the Closing Date or (z) clause (vi) of Section 12.2(a) for which Abbott did not receive such specific written notice from GE within twelve (12) months after the Closing Date.  No GE Indemnified Party shall admit any Liability with respect to, or settle, compromise or discharge, any such matter covered by this Section 12.2 without Abbott’s prior written consent (which shall not be unreasonably withheld or delayed).  Subject to the immediately preceding sentence, the GE Indemnified Party shall have the right, with the consent of Abbott (which shall not be unreasonably withheld or delayed), to settle all indemnifiable matters related to Third-Party Claims which are susceptible to being settled, and to defend (without the consent of Abbott) through counsel of its own choosing any Action which may be brought by a third Person in connection therewith; provided, however, that Abbott shall have the right to have its counsel participate fully in such defense at its own expense.  GE and Abbott shall keep each other reasonably informed of all settlement negotiations with third Persons regarding the provisions hereof and of the progress of any litigation with third Persons regarding the provisions hereof.  GE and Abbott shall permit each other reasonable access to books and records and otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim by a third Person.

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                                12.3         Indemnification by GE.

(a)        GE’s Indemnity.  From and after the Closing, GE shall indemnify and hold harmless Abbott and its Affiliates, officers, directors, agents, successors and assigns and, solely with respect to Losses arising out of or related to the Consent Decree, any Abbott Consent Decree Defendants that are not otherwise identified in this clause (a) above (all such parties are collectively referred to as the “Abbott Indemnified Parties”) from and against and in respect of all Losses which Abbott and its Affiliates may actually suffer or incur to the extent arising out of or related to:

(i)    the Assumed Liabilities (except to the extent GE is entitled to indemnification with respect thereto pursuant to Section 12.2(a)(iv), (v) or (vi));

(ii)   failure by GE or any of its Affiliates to perform any of their covenants or agreements contained in this Agreement;

(iii)  any Liabilities arising from the operation of the Business on or after the Closing (other than the Excluded Liabilities), and, in each such case, for which Abbott gives GE written notice of a claim for reimbursement following Closing in accordance with Section 12.3(b); or

(iv)  Taxes, Conveyance Taxes and any other amounts for which GE is liable pursuant to Article 9; provided, however, that GE shall not be liable for any Losses related to Taxes described in Section 9.1(b) (other than such Excluded Taxes themselves) except to the extent such Losses arise out of the action or inaction of GE or any of its Affiliates.

(b)        Notice of Claims.  Any Abbott Indemnified Party seeking indemnification under Section 12.3(a) shall promptly upon becoming aware of any such matters provide a notice to GE in writing describing in reasonable detail the facts giving rise to any claim for indemnification; provided that GE shall have no Liability with respect to any claim for indemnification pursuant to Section 12.3(a) for which GE did not promptly receive written notice from such Abbott Indemnified Party to the extent GE shall have been prejudiced thereby.  No Abbott Indemnified Party shall admit any Liability with respect to, or settle, compromise or discharge any such matter covered by this Section 12.3 without GE’s prior written consent (which shall not be unreasonably withheld or delayed).  Subject to the immediately preceding sentence, the Abbott Indemnified Party shall have the right, with the consent of GE (which shall not be unreasonably withheld or delayed), to settle all indemnifiable matters related to Third-Party Claims which are susceptible to being settled, and to defend (without the consent of GE) through counsel of its own choosing, any Action which may be brought by a third Person in connection therewith; provided, however, that GE shall have the right to have its counsel participate fully in such defense at its own expense.  GE and Abbott shall keep each other reasonably informed of all settlement negotiations with third Persons regarding the provisions hereof and of the progress of any litigation with third Persons regarding the provisions hereof.  GE and Abbott shall permit each other reasonable access to books and records and otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim by a third Person.

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                                12.4         Exclusive Remedy.  Except as otherwise set forth in Section 13.11 or as otherwise set forth in any Ancillary Agreement, from and after the Closing, the rights and remedies set forth in this Article 12 shall constitute the sole and exclusive rights and remedies of GE and Abbott with respect to this Agreement, the events giving rise to this Agreement and the transactions contemplated hereby.  Without limiting the generality of the foregoing, neither party shall have any rights to set-off indemnifiable Losses pursuant to this Article 12 against other obligations owed to the other party.

                                12.5         Calculation of Damages.

(a)        Notwithstanding anything to the contrary contained in this Agreement, neither party shall have Liability under or in connection with any claim for indemnification pursuant to this Article 12 for any claim (i) for punitive, incidental, consequential, lost profits, special or indirect damages or (ii) with respect to claims made by a GE Indemnified Party, to the extent such claim is reserved as a dollar amount on the Closing Date Balance Sheet.

(b)        Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by a GE Indemnified Party or an Abbott Indemnified Party entitled to indemnification hereunder pursuant to Section 12.2(a) or Section 12.3(a), as applicable, shall be calculated after giving effect to: (i) any insurance proceeds received by such Person (or any of its Affiliates) with respect to such Losses; (ii) any Tax benefit or detriment actually realized by such Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses or from receipt of the indemnity payment; and (iii) any recoveries obtained by such Person (or any of its Affiliates) from any other third Person.  Each such Person shall exercise its commercially reasonable efforts to obtain such proceeds, benefits and recoveries.  If any such proceeds, benefits or recoveries are received by such Person (or any of its Affiliates) with respect to any Losses after such Person (or any Affiliate) has received the benefit of any indemnification hereunder with respect thereto, such Person (or such Affiliate) shall pay to the party providing such indemnification the amount of such proceeds, benefits or recoveries, less such Person’s expenses (up to the amount of the indemnification payment).

(c)        Abbott shall not be liable under Section 12.2 for any Losses (nor shall any such Losses reduce the $100,000,000 deductible provided in clause (x) of the last paragraph of Section 12.2(a)) relating to any matter to the extent that any GE Indemnified Party was reimbursed for such Losses pursuant to the purchase price adjustment set forth in Section 3.3 or would have been reimbursed for such Losses pursuant to such adjustment if the Minimum Net Worth Amount used in calculating such adjustment was $2,078,228,000.

                                12.6         Tax Treatment of Indemnity Payments.  For all Tax purposes, the parties agree to treat all payments made under any indemnity provisions contained in this Agreement as adjustments to the Purchase Price, except to the extent applicable Law requires otherwise.

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ARTICLE 13

MISCELLANEOUS

                                13.1         Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no assignment shall be made by either party without the prior written consent of the other party.  Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement without such consent to an Affiliate or in connection with a sale, merger or other transaction involving a transfer of substantially all of its assets; provided that, such assigning party shall remain primarily liable for its obligations hereunder.

                                13.2         Public Announcements.  Neither party shall issue nor make any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing party’s counsel, required by applicable Law or the rules of a stock exchange on which the securities of the disclosing party are listed.  In the event a party is, in the opinion of its counsel, required to make a public disclosure by applicable Law or the rules of a stock exchange on which its securities are listed, such party shall, to the extent practicable, submit the proposed disclosure in writing to the other party prior to the date of disclosure and provide the other party a reasonable opportunity to comment thereon.

                                13.3         Expenses.  Whether or not the transactions contemplated hereby are consummated, and except as otherwise specified herein, each party shall bear its own expenses with respect to the transactions contemplated by this Agreement.

                                13.4         Severability.  Each of the provisions contained in this Agreement shall be severable, and the unenforceability of one shall not affect the enforceability of any others or of the remainder of this Agreement.

                                13.5         No Third Party Beneficiaries.  Except in respect of a GE Indemnified Party or Abbott Indemnified Party who is not a party hereto, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, shall give or be construed to give to any Person, other than the parties hereto and such permitted assigns, any legal or equitable rights hereunder.

                                13.6         Waiver.  The failure of any party to enforce any condition or part of this Agreement at any time shall not be construed as a waiver of that condition or part, nor shall it forfeit any rights to future enforcement thereof.  Any waiver hereunder shall be effective only if delivered to the other party hereto in writing by the party making such waiver.

                                13.7         Governing Law.  This Agreement shall be construed and enforced in accordance with and governed by the Laws of the State of Delaware without regard to the conflicts of Laws provisions thereof.

                                13.8         Alternative Dispute Resolution.  The parties recognize that from time to time a dispute may arise (a) relating to negotiation and finalization of the Ancillary Agreements (b) with respect to determinations of (i) whether a particular asset is a Purchased Asset or an

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Excluded Asset, a particular Liability is an Assumed Liability or an Excluded Liability or any Mixed-Use Intellectual Property constitutes GE Mixed-Use Intellectual Property or Abbott Mixed-Use Intellectual Property, (ii) indemnification payments pursuant to this Agreement or (c) with respect to interpretations of provisions of this Agreement or the Ancillary Agreements.  The parties agree that any such dispute shall be exclusively resolved by the ADR provisions set forth on Schedule 13.8, the result of which shall be binding upon the parties.  The place for such ADR shall be Chicago, Illinois or at such other place as may be agreed upon by GE and Abbott.

                                13.9         Jurisdiction.  The parties hereto agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (other than those matters to be exclusively resolved pursuant to the ADR provisions referred to in Section 13.8) shall be brought in the United States District Court located in Wilmington, Delaware so long as such court shall have subject matter jurisdiction over such Action, or alternatively in the Delaware State Court located in Wilmington, Delaware if the aforesaid United States District Court does not have subject matter jurisdiction, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action which is brought in such court has been brought in an inconvenient forum.  Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13.15 shall be deemed effective service of process on such party.

                                13.10       Waiver of Jury Trial.  EACH OF THE PARTIES HERETO WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.10.

                                13.11       Specific Performance.  The parties acknowledge that, in view of the uniqueness of the Business, the Purchased Assets and the transactions contemplated by this Agreement, each party would not have an adequate remedy at Law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that the other party shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled (in accordance with Section 13.9), at Law or in equity and Section 13.8 shall not apply to any such specific enforcement.

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                                13.12       Headings.  The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof.

                                13.13       Counterparts.  The parties may execute this Agreement in one or more counterparts, and each fully executed counterpart shall be deemed an original.

                                13.14       Further Documents.  Each of GE and Abbott shall, and shall cause its respective Affiliates to, at the request of the other party, execute and deliver to such other party all such further instruments, assignments, assurances and other documents as such other party may reasonably request in connection with the carrying out of this Agreement and the transactions contemplated hereby.

                                13.15       Notices.  All communications, notices and Consents provided for herein shall be in writing and be given in person or by means of telex, facsimile or other means of wire transmission (with request for assurance of receipt in a manner typical with respect to communications of that type), by overnight courier or by mail, and shall become effective: (a) on delivery if given in person; (b) on the date of transmission if sent by telex, facsimile or other means of wire transmission; (c) one (1) Business Day after delivery to the overnight service; or (d) four (4) Business Days after being mailed, with proper postage and documentation, for first-class registered or certified mail, prepaid.

Notices shall be addressed as follows:

If to GE, to:

General Electric Company

Mail Drop W436

3000 North Grandview Boulevard

Waukesha, WI 53188

Attn: Healthcare Business Development General Counsel

Facsimile Number: (262) 544-3930

and

General Electric Company

Pollards Wood Nightingales Lane

UK 360

Chalfont St. Giles

HP 8 4SP

United Kingdom

Attn:  GE Healthcare General Counsel

Facsimile Number: +44 (0) 1494 498465

with copies to:

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Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attn: David J. Zampa, Esq.

Facsimile Number: (312) 853-7036

If to Abbott, to:

Abbott Laboratories

Dept. 0392, Bldg. AP6D

100 Abbott Park Road

Abbott Park, Illinois 60064-3500

Attention: Chief Operating Officer

Facsimile Number: (847) 035-8207

and

Abbott Laboratories

Dept. 0364, Bldg. AP6D

100 Abbott Park Road

Abbott Park, Illinois  60064-6020

Attention: General Counsel

Facsimile Number: (847)  938-6277

with copies to:

Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive

Chicago, Illinois 60606

Attn: Charles W. Mulaney, Jr.

Brian W. Duwe

Facsimile Number: (312) 407-0411

provided, however, that if any party shall have designated a different address by notice to the others, then to the last address so designated.

                                13.16       Exchange Rates.  If applicable Law requires that any payment pursuant to this Agreement be made in local currency, the parties shall use the applicable exchange rate published in The Wall Street Journal three (3) Business Days prior to the Closing or such date as mutually agreed in writing by the parties, except in the case of a Deferred Local Closing in which case the parties shall use the applicable exchange rate published in the Wall Street Journal three (3) Business Days prior to the date of the Deferred Local Closing or such other date as mutually agreed in writing by the parties.  In addition, if applicable Law requires that the Conveyance and Assumption Instruments for a particular jurisdiction must state the portion of Purchase Price allocated to such jurisdiction in local currency, then the parties shall use for such purposes the exchange rate between $ and the applicable local currency as reported on the Bloomberg screen at 7:00 a.m. EDT on the Closing Date.

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                                13.17       Construction.  The language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning.  The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.  Words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other gender as the context requires.  The terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits hereto) and not to any particular provision of this Agreement.  Article, Section, Exhibit and Schedule references are to the Articles, Sections, Exhibits and Schedules to this Agreement unless otherwise specified.  Unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement.  The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified.  The word “or” shall not be exclusive.  Unless otherwise specified in a particular case, the word “days” refers to calendar days.  References herein to this Agreement or any Ancillary Agreement shall be deemed to refer to this Agreement or such Ancillary Agreement as of the date of such agreement and as it may be amended thereafter, unless otherwise specified.

                                13.18       Performance of Obligations by Affiliates.  Any obligation of Abbott under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Abbott’s sole and exclusive option, either by Abbott directly or by any Affiliate of Abbott that Abbott causes to satisfy, meet or fulfill such obligation in whole or in part.  Any obligation of GE under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at GE’s sole and exclusive option, either by GE directly or by any Affiliate that GE causes to satisfy, meet or fulfill such obligation, in whole or in part.  With respect to any particular action, the use of the words “Abbott shall” also means “Abbott shall cause” the particular action to be performed, and the use of the words “GE shall” also means “GE shall cause” the particular action to be performed.  Each of Abbott and GE guarantees the performance of all actions, agreements and obligations to be performed by any of their respective Affiliates under the terms and conditions of this Agreement.

                                13.19       Entire Agreement.  This Agreement may not be amended, supplemented or otherwise modified except by an instrument in writing signed by each of the parties hereto.  This Agreement and the Confidentiality Agreement contain the entire agreement of the parties hereto with respect to the transactions covered hereby, superseding all negotiations, prior discussions and preliminary agreements made prior to the date hereof.

* * * * * * * * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

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