BAXTER INTERNATIONAL INC.
1996 OFFICER INCENTIVE COMPENSATION PLAN
This 1996 Officer Incentive Compensation Plan ("Plan") of Baxter International Inc. ("Baxter") and its
subsidiaries (collectively, the "Company") is adopted pursuant to the Baxter International Inc. 1987 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 during 1996 ("Plan Year") if the officer's
participation is approved by the Compensation Committee of the Board of Directors of Baxter (the
"Committee"). Officers so approved by the Committee shall be referred to herein as "Participants".
2. BONUS AWARD
2.1 Each Participant shall be eligible to receive a "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 ("Company Performance Criteria"), b) a "Bonus
Range" for each Participant, 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. The terms described in the
preceding sentence must be established by April 1, 1996, and such terms shall not thereafter be changed, except
as permitted by paragraph 2.2.
2.2 By March 31, 1997, the Committee shall assess the extent to which the Company has achieved the
Company Performance Criteria based on the Company's publicly reported results for the Plan Year. The
Committee shall exclude the effect of acquisitions, divestitures, changes in accounting principles, and other
extraordinary or non-recurring events occurring in 1996 when assessing the extent to which the Company has
achieved the Company Performance Crit