Agreement Regarding Change in Control

Exhibit 10.12(a)(i)

Re:    Agreement Regarding Change in Control

Dear                                    :

        Reference is hereby made to the Agreement Regarding Change in Control, by and between Hospira, Inc. and the undersigned, dated April             , 2004 ("Agreement"). Pursuant to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunder, effective as of January 1, 2008, the Agreement is amended as follows:

• 1.

  The first paragraph of Section 3 is amended in its entirety to read as follows:

• • "CHANGE IN CONTROL BENEFITS. In the event of a termination of employment entitling the Executive to benefits in accordance with Section 2, the Executive shall, subject to the provisions of the last paragraph of this Section 3, receive the following:"

  2.

  Subsection 3(e) is amended in its entirety to read as follows:

  • "The Executive shall be entitled to benefits under the Hospira Supplemental Pension Plan (the "Supplemental Plan") which, for purposes of determining the Executive's eligibility for subsidized early retirement benefits, shall be determined as if the Executive were three years older than the Executive's actual age on the date of termination. The Executive's benefits under the Supplemental Plan shall be determined, paid and administered without regard to any termination or amendment (including any amendment affecting actuarial factors) of such plan or of any other plan, which is adopted on or after a Change in Control or in contemplation of a Change in Control and shall be paid in accordance with the terms of that plan and the Executive's elections under that plan. Within twenty (20) days of Executive's date of termination, the Company shall provide the Executive with all forms, elections and materials required in connection with the payment of the Executive's benefits under that plan. Within twenty (20) days of the Company's receipt of properly executed and completed forms, elections and other required materials from the Executive, the Company shall pay the additional benefits to the extent provided by the terms of such plan."

  3.

  Subsection 3(f) is amended in its entirety to read as follows:

  • "The Company shall provide the Executive with outplacement services suitable to the Executive's position through the third anniversary of the date of the Executive's termination of employment, or, if earlier, the date on which the Executive becomes employed by another employer."

  4.

  The following new paragraph is inserted as the last paragraph of Section 3:

• • "For purposes of this Agreement, the Executive is deemed a "key employee" within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder ("Specified Employee"). As a Specified Employee, notwithstanding any provision in this Agreement, any payments or benefits under Sections 3(b), (c) or (d) ("Restricted Payments") shall be provided to the Executive on the first day of the seventh month following the date of the Executive's termination of employment (the "Delay Period"). After the Delay Period, any Restricted Payments that constitute reimbursements to the Executive shall be made in accordance with their payment terms under this Agreement but no later than the end of the calendar year following the year in which the expense was incurred."

  5.

  The phrase "Internal Revenue Code of 1986, as amended (the "Code")" in the first paragraph of Section 5 is changed to "Code".

• 6.

  The following new subsection 5(g) is inserted immediately after subsection 5(h):

• • "Notwithstanding the foregoing, the payment of any Make-Whole Amount to an Executive shall be made no later than the end of the calendar year following the calendar year in which the Excise Tax is paid."

  7.

  Section 7 is amended in its entirety to read as follows:

  • "CHANGE IN CONTROL. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred on the earliest of a Change in Ownership, a Change in Effective Control, or a Change in Ownership of Assets, each as defined below.

    (a)

    Change in Ownership

• • •           (i)  In general. Except as provided in paragraph (b)(ii) of this Section, a Change in Ownership of the Company occurs on the date that any one person, or more than one person acting as a group (as defined in paragraph (a)(ii) of this Section), acquires ownership of the Company's stock that, together with stock held by such person or group, constitutes more than 50% of the