CERTIFICATE OF INCORPORATION
BAXTER INTERNATIONAL INC.
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Baxter International Inc., a Delaware corporation initially incorporated on October 19, 1931 as Don Baker
Intravenous Products Corporation, has duly adopted by action of its board of directors the following restated
certificate of incorporation in accordance with the provisions of Section 245 of the General Corporation Law of
Delaware. This restatement restates and integrates but does not further amend the provisions of the corporation's
certificate of incorporation as theretofore amended and supplemented and there is no discrepancy between those
provisions and the provisions of the restated certificate.
FIRST: The name of the corporation is Baxter International Inc.
SECOND: The registered office of the corporation in the State of Delaware is located at 1209 Orange Street in
the City of Wilmington, County of New Castle. The name of the registered agent of the corporation is The
Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is Four
Hundred Fifty Million (450,000,000) shares, of which One Hundred Million (100,000,000) shares of no par
value shall be preferred stock (the "Preferred Stock") and of which Three Hundred Fifty Million (350,000,000)
shares, of the par value of One Dollar ($1) each, amounting in the aggregate to Three Hundred Fifty Million
Dollars ($350,000,000), shall be common stock (the "Common Stock").
Authority is hereby expressly granted to and vested in the board of directors of the corporation to provide for the
issue of the Preferred Stock in one or more series and in connection therewith to fix by resolutions providing for
the issue of such series the number of shares to be included in such series and the designations and such voting