Office Incentive Compensation Plan - Baxter International Inc.


                           BAXTER INTERNATIONAL INC.
                      OFFICER INCENTIVE COMPENSATION PLAN


This Officer Incentive Compensation Plan ("Plan") of Baxter International Inc. 
("Baxter") and its subsidiaries (collectively, the "Company") is adopted 
pursuant to the Baxter International Inc. 1994 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.

1.   Eligibility
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Officers of the Company are eligible to participate in the Plan if the officer's
participation for a calendar year (or portion of such calendar year) ("Plan 
Year") is approved by the Compensation Committee of the Board of Directors of
Baxter ("Committee"). Officers so approved by the Committee shall be referred to
herein as "Participants".

2.   Bonus Award
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2.1  For each Plan Year, each Participant shall be eligible to receive a cash 
payment ("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 which will include one or more of the following performance measures: net 
income growth, operational cash flow, sales growth, the Common Stock price of 
Baxter, earnings per share, total shareholder return, and inventory turns 
("Company Performance Criteria"), b) a "Bonus Range" for each Participant for 
the Plan Year, 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 for the Plan Year. The terms described in the preceding sentence must 
be established by April 1 of the Plan Year, and such terms shall not thereafter 
be changed, except as permitted by paragraph 2.2.

2.2  By March 31 of each year, the Committee shall assess the extent to which 
the Company has achieved the Company Performance Criteria for the preceding Plan
Year, based on the Company's publicly reported results. The Committee shall 
exclude the effect of acquisitions, divestitures, changes in accounting 
principles, and other extraordinary or non-recurring events which occurred 
during the Plan Year when assessing the extent to which the Company has achieved
the Company Performance Criteria for such Plan Year, but only if such exclusion 
would enhance the Company's performance relative to the Company Performance 
Criteria. The exclusion authorized

 
by the preceding sentence shall only apply to the extent it is consistent with 
IRC Section 162(m)(4)(C) and the related regulations described above. The 
Committee shall then determine each Participant's Bonus Award based upon the 
terms described in paragraph 2.1 above. The Committee, however, has the 
discretion to reduce the amount of a Participant's Bonus Award determined under 
the preceding sentence. The Committee's determination shall be consistent with 
IRC Section 162(m)(4)(C) and the related regulations described above. No 
Participant shall receive a Bonus Award in excess of $2.0 million for any Plan 
Year for which the Participant is subject to IRC Section 162(m). The Committee 
may exercise discretion in the determination of the Bonus Awards earned under 
the Plan with respect to participants who are not subject to IRC Section 162(m).

2.3  If an officer's participation in the Plan becomes effective after January 1
of a Plan Year, the Committee shall establish a prorated Bonus Range for such 
Participant based on the number of full months remaining in the Plan Year after 
he or she becomes a Participant. To the extent applicable, the determination of 
a prorated Bonus Range shall be consistent with IRC Section 162(m)(4)(C) and the
related regulations described above.

3.   Payment
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3.1  Except as otherwise determined by the Committee and except with respect to 
Participants who have filed deferral elections pursuant to paragraph 4, all 
Bonus Awards will be paid in cash as soon as possible following determination of
Bonus Awards by the Committee.

3.2  No Participant will be eligible to receive a Bonus Award for a Plan Year 
unless he or she continues to be employed by the Company through February 1 of 
the following year except as otherwise determined by the Committee. The 
Committee's Bonus Award determination with respect to such participant may be 
determined in the same manner as provided in paragraphs 2.1 and 2.2 above.

4.   Deferral of Payment
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Participants may elect to defer payment in accordance with the Baxter 
International Inc. and Subsidiaries Deferred Compensation Plan.