Baxter International Inc.
Stock Option Plan
Adopted November 18, 1997
This Stock Option Plan ("Plan") is adopted by the Compensation Committee of the Board of Directors
("Committee") of Baxter International Inc. Although this Plan is not adopted pursuant to the Baxter International
Inc. 1994 Incentive Compensation Program ("Program"), it is granted for the purposes stated in the Program.
Participants in this Plan ("Optionee") shall be valued employees of Baxter International Inc. or its subsidiaries
("Company") who have been selected by the Committee and to whom the Committee makes an award of an
option ("Option") under this Plan.
Each Option shall consist of a Stock Option as defined in the Program and is granted under the terms and
conditions contained in this Plan. All of the provisions of the Program which apply to Stock Options granted
pursuant to the Program shall apply to the Stock Options granted pursuant to this Plan, except for Section 4 of
the Program (relating to shares subject to the Program). To the extent that any of the terms and conditions
contained in this Plan are inconsistent with the applicable terms of the Program, the applicable terms of the
Program shall control. Terms defined in the Program shall have the same meaning in these terms and conditions.
The Option is not intended to qualify as an Incentive Stock Option within the meaning of section 422 of the
United States Internal Revenue Code. Residents of the United Kingdom may also be subject to additional terms
and conditions in the form contained in the Baxter International Inc. Rules of the Baxter International United
Kingdom Stock Option, to the extent deemed necessary by the Committee.
4. Vesting, Exercise and Expiration
4.1 The Option becomes vested three years after the date on which the Option is granted or, if such date is not a
Business Day, then the next Business Day following such date. The Option shall continue to vest for one year