BAXTER INTERNATIONAL INC.
OFFICER INCENTIVE COMPENSATION PLAN
This Officer Incentive Compensation Plan ("Plan") of Baxter International Inc. ("Baxter") and its subsidiaries
(collectively, the "Company") is adopted pursuant to the Baxter International Inc. 2001 Incentive Compensation
Program (the "Program") for the purposes stated in the Program. The Plan is intended to comply with the
requirements of Section 162(m)(4)(C) of the Internal Revenue Code of 1986 ("IRC"), as amended, and the
related income tax regulations issued thereunder.
Officers of the Company are eligible to participate in the Plan if the officer's participation for a calendar year (or
portion of such calendar year) ("Plan Year") is approved by the Compensation Committee of the Board of
Directors of Baxter ("Committee"). Officers so approved by the Committee shall be referred to herein as
2. Bonus Award
2.1 For each Plan Year, each Participant shall be eligible to receive a cash payment ("Bonus Award") in
accordance with the terms provided herein and any other terms established by the Committee. To determine a
Participant's Bonus Award, the Committee shall establish a) Company performance goals for the Plan Year
which will include one or more of the following performance measures: net income, operational cash flow, sales,
the Common Stock price of Baxter, earnings per share, total shareholder return, gross profit ratio, economic
value added, return on assets, and return on equity ("Company Performance Criteria"), b) a "Bonus Range" for
each Participant for the Plan Year, and c) the amount within a Participant's Bonus Range that will be payable to a
Participant based upon the achievement of the Company Performance Criteria for the Plan Year. The terms
described in the preceding sentence must be established by April 1 of the Plan Year, and such terms shall not
thereafter be changed, except as permitted by paragraph 2.2.
2.2 By March 31 of each year, the Committee shall asse