BAXTER INTERNATIONAL INC.
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
As amended and restated effective May 1, 2001
This Plan contains the terms and conditions on which grants of common stock of Baxter International Inc.
("Restricted Stock") are made to the directors of Baxter International Inc. ("Baxter").
1. Eligibility and Grants of Restricted Stock
1.1 Each eligible director shall receive grants of Restricted Stock in accordance with this section 1 without further
action by the board of directors or any of its committees. The provisions of this section 1 shall not be amended
more than once every six months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
1.2 [Subsection Intentionally Left Blank]
1.3 [Subsection Intentionally Left Blank]
1.4 Board Retirement Benefit. Each director on May 1, 2001 who is age 65 or older and has at least five years
of service as a non-employee director as of such date will receive, upon ceasing membership on the Board of
Directors (for a reason other than removal for cause), a retirement benefit equal to 1,000 shares of Restricted
Stock for each twelve-month period of service as a non-employee director as of May 1, 2001. No Restricted
Stock grant shall be made to any director who elects prior to May 1, 2001 to receive stock options in lieu
thereof. The Restricted Stock grant shall be made effective on the director's last day of membership on the
1.5 Each grant of Restricted Stock shall be issued from shares held by Baxter in its treasury and when so issued,
such shares shall be fully paid and non- assessable
2. Agreement and Certificates
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3.1 [Subsection Intentionally Left Blank]
3.2 [Subsection Intentionally Left Blank]
3.3 Board Retirement Benefit. Each director who receives a Restricted Stock grant pursuant to section 1.4 of this
Plan shall become vested in those shares of Restr