BAXTER INTERNATIONAL INC.
Stock Option Plan
Adopted November 16, 1998
The Stock Option Plan ("Plan") is adopted pursuant to the Baxter International Inc. 1998 Incentive
Compensation Program ("Program") 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, as defined in the Program ("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 the Program and this Plan. To the extent that any of the terms and conditions contained in
this Plan are inconsistent with the Program, the 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 was 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 after the date on which employment of the Optionee by the Company is terminated, if on the employment
termination date the Optionee is age 50 or older and has completed 15 years of employment with the Company.
4.2 When vested and until it expires, the Option may be exercised in whole or in part in the manner specified by
the Stockholder Services Department of Baxter Inter