BAXTER INTERNATIONAL INC.
Non-Employee Director Stock Option Plan adopted April 30, 2001
[Plan for Annual Grant] Terms and Conditions As amended and restated effective May 6, 2003
This Non-Employee Director Stock Option Plan (the "Plan") is adopted by the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of Baxter International Inc. ("Baxter"). This Plan is adopted
pursuant to the Baxter International Inc. 2001 Incentive Compensation Program (the "Program"), for the
purposes stated in the Program. Capitalized terms defined in the Program that are used without being defined in
the Plan will have the same meaning as in the Program.
Each member of the Board who is not an employee of Baxter or any of its subsidiaries shall participate in the Plan
3.1A Notwithstanding any other provision of this Plan and for the avoidance of any doubt, no Options may be
granted under this Plan on the date of Baxter's annual meeting of stockholders in May 2003, or thereafter.
3.1 On the date of Baxter's annual meeting of stockholders (the "Annual Meeting") in each year beginning with
the Annual Meeting on May 1, 2001 and prior to the Annual Meeting on May 6, 2003, and subject to availability
of shares of Common Stock under Section 4.2, each Participant upon completion of the Annual Meeting shall,
automatically and without necessity of any action by the Board or any committee thereof, be granted an option
(an "Option") to purchase the number of shares of Common Stock determined pursuant to Section 4.1 of this
3.2 Each Participant elected or appointed on a date other than the date of an Annual Meeting and prior to the
Annual Meeting on May 6, 2003, shall, on the date of such election or appointment and automatically and
without necessity of any action by the Board or any committee thereof, be granted an Option to purchase that
number of shares of Common Stock equal to the product of (A) the Annual