exv10w15






EXHIBIT 10.15




BAXTER INTERNATIONAL INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN

(Amended and Restated Effective January 1, 2009)














 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I PURPOSE AND EFFECTIVE DATE
	 	 	1	 
	1.1 Purpose
	 	 	1	 
	1.2 Effective Date
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	2	 
	2.1 Account
	 	 	2	 
	2.2 Administrator
	 	 	2	 
	2.3 Baxter
	 	 	2	 
	2.4 Beneficiary
	 	 	2	 
	2.5 Board
	 	 	2	 
	2.6 Compensation
	 	 	2	 
	2.7 Compensation Committee
	 	 	2	 
	2.8 Deferral
	 	 	2	 
	2.9 Deferral Election Form
	 	 	2	 
	2.10 Distribution Election Form
	 	 	2	 
	2.11 Outside Director
	 	 	3	 
	2.12 Participant
	 	 	3	 
	2.13 Plan Year
	 	 	3	 
	2.14 Termination
	 	 	3	 
	2.15 Unforeseeable Emergency
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III ELIGIBILITY FOR COMPENSATION DEFERRALS
	 	 	4	 
	3.1 Compensation Deferral Elections
	 	 	4	 
	3.2 Timing of and Changes in Deferral Election
	 	 	4	 
	3.3 Deferral of Restricted Stock Units
	 	 	4	 
	 
	 	 	 	 
	ARTICLE IV CREDITING OF ACCOUNTS
	 	 	6	 
	4.1 Crediting of Accounts
	 	 	6	 
	4.2 Earnings
	 	 	6	 
	4.3 Account Statements
	 	 	6	 
	4.4 Vesting
	 	 	6	 
	 
	 	 	 	 
	ARTICLE V DISTRIBUTION OF BENEFITS
	 	 	7	 
	5.1 Distribution of Benefits
	 	 	7	 
	5.2 Distribution
	 	 	7	 
	5.3 Effect of Payment
	 	 	9	 
	5.4 Taxation of Plan Benefits
	 	 	9	 
	5.5 Withholding and Payroll Taxes
	 	 	9	 
	5.6 Distribution Due to Unforeseeable Emergency
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VI BENEFICIARY DESIGNATION
	 	 	10	 
	6.1 Beneficiary Designation
	 	 	10	 
	6.2 Amendments to Beneficiary Designation
	 	 	10	 
	6.3 No Beneficiary Designation
	 	 	10	 
















 






	 	 	 	 	 
	ARTICLE VII ADMINISTRATION
	 	 	11	 
	7.1 Administration
	 	 	11	 
	7.2 Administrator Powers
	 	 	11	 
	7.3 Finality of Decisions
	 	 	11	 
	7.4 Claims Procedure
	 	 	11	 
	7.5 Indemnity
	 	 	11	 
	 
	 	 	 	 
	ARTICLE VIII AMENDMENT AND TERMINATION OF PLAN
	 	 	13	 
	8.1 Amendment
	 	 	13	 
	8.2 Right to Terminate
	 	 	13	 
	8.3 Payment at Termination
	 	 	13	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	14	 
	9.1 Unfunded Plan
	 	 	14	 
	9.2 Unsecured General Creditor
	 	 	14	 
	9.3 Nonassignability
	 	 	14	 
	9.4 Protective Provisions
	 	 	14	 
	9.5 Governing Law
	 	 	14	 
	9.6 Severability
	 	 	14	 
	9.7 Notice
	 	 	14	 
	9.8 Successors
	 	 	15	 
	9.9 Action by Baxter
	 	 	15	 
	9.10 Participant Litigation
	 	 	15	 








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BAXTER INTERNATIONAL INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN




(Amended and Restated Effective January 1, 2009)



ARTICLE I




PURPOSE AND EFFECTIVE DATE



     1.1 Purpose. The Baxter International Inc. Directors’ Deferred Compensation Plan (the
“Plan”) has been adopted by Baxter International Inc. (“Baxter”). The Plan is intended to help
Baxter retain the services of qualified individuals to serve as outside members of its Board of
Directors by offering them the opportunity to defer payment of their retainers and directors’ fees
through an unfunded deferred compensation arrangement.



     1.2 Effective Date. The original effective date of this Plan was July 1, 2003. The
Plan was amended and restated in its entirety effective January 1, 2005, and two amendments have
been adopted to the Plan as so amended and restated. The Plan is being again amended and restated
in its entirety in order to incorporate the prior amendments, to comply with the final regulations
issued by the Internal Revenue Service to implement the requirements of §409A of the Internal
Revenue Code (“Code”), and for certain other purposes. This amendment and restatement of the Plan
is generally effective as of January 1, 2009; provided that the amendments to the Plan (including
without limitation Section 2.10(b) and 5.2(A)) permitting a Participant to make certain
distribution elections, or changes to distribution elections previously made, prior to January 1,
2009, in accordance with the transitional rules set forth in IRS Notice 2007-86, shall be effective
on the date approved by the Compensation Committee; and provided further than any provision of the
amendment and restatement that reflects the manner in which the Plan has been administered in
compliance with §409A since January 1, 2005, shall, to the extent required by §409A, be effective
as of January 1, 2005.



 









 





ARTICLE II




DEFINITIONS



     2.1 Account. The bookkeeping account established to record a Participant’s interest in
the Plan as provided in Article IV.



     2.2 Administrator. The person or entity appointed to administer the Plan as provided
in Article VII.



     2.3 Baxter. Baxter International Inc., a Delaware corporation, and any other company
that succeeds to the obligations of Baxter under this Plan pursuant to Section 9.8.



     2.4 Beneficiary. A Participant’s Beneficiary, as defined in Article VI, is the
Beneficiary designated to receive the Participant’s Account, if any, from the Plan, upon the death
of the Participant.



     2.5 Board. The Board of Directors of Baxter.



     2.6 Compensation. All compensation (other than Stock Options) payable by Baxter to a
Participant for his/her services as a member of the Board, including without limitation any annual
retainer, fees for attending meetings of the Board or any committee thereof, fees for acting as
chairperson of any Board or committee meeting, and any other fees as may become payable to a
Non-Employee Director, including the additional retainer payable to the Lead Director.



     2.7 Compensation Committee. The Compensation Committee of the Board.



     2.8 Deferral. The Deferral is the amount of the Participant’s Compensation that the
Participant elected to defer and contribute to the Plan, which, but for such election, would have
otherwise been paid to him/her.



     2.9 Deferral Election Form. The form that a Participant must complete and return to
the Administrator, in accordance with the rules and procedures as may be established by the
Administrator, in order to elect to defer a portion of his or her Compensation into the Plan.



     2.10 Distribution Election Form. The form that a Participant must complete and return
to the Administrator, in accordance with the rules and procedures as may be established by the
Administrator. This form is to be used by Participants for two purposes:




	 	(a)	 	To elect the manner in which the Participant’s Account will be
distributed upon Termination. Only one election form shall be filed with
respect to distribution of a Participant’s Account following Termination.
	 
	 	(b)	 	Prior to January 1, 2009, a Participant may also file a
Distribution Election Form to request a scheduled in-service distribution of
all or a portion of his or her Account, in accordance with Section 5.2(B).
Effective January 1, 2009, scheduled in-service distributions are no longer
permitted unless





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	 	 	 	elected at the same time the Participant commences participation in the
Plan.





To be effective, a Distribution Election Form must be filed at the same time as the Participant’s
first Deferral Election Form (in which case it may be combined with the Deferral Election Form), or
at such other time as may be permitted by Section 5.2.




     2.11 Outside Director. Any member of the Board who is not an employee of Baxter or its
subsidiaries and who receives Compensation for his services as a member of the Board.



     2.12 Participant. A Participant is any Outside Director or former Outside Director who
has an Account balance in the Plan.



     2.13 Plan Year. The Plan Year is the calendar year. The first Plan Year was the
six-month period commencing July 1, 2003, and ending December 31, 2003.



     2.14 Termination. For purposes of the Plan, Termination means a Participant ceasing to
be a member of the Board for any reason, including resignation, removal, or failure to be
re-elected. A Participant who ceases to be an Outside Director, but is still a member of the Board,
shall not have incurred a Termination. Notwithstanding the foregoing, for purposes of determining
when a Participant’s Account becomes payable, Termination shall not be considered to have occurred
until the Participant incurs a separation from service as defined in Treasury Regulations issued
pursuant to §409A of the Code. A Participant shall not be considered to have incurred a separation
from service until the Participant has ceased to provide any services as a director or independent
contractor for Baxter, its subsidiaries, and any other entity that would be treated as a member of
a controlled group that includes Baxter under §414(b) or (c) of the Code (as modified by
substituting 50% ownership for 80% for all purposes thereof), without any expectation of the
Participant being retained to provide future services as a director or independent contractor;
provided, however, that a Participant shall not be considered to have failed to incur a separation
from service if the Participant is, or becomes, an employee of any such entity.



     2.15 Unforeseeable Emergency. A severe financial hardship to the Participant resulting
from an illness or accident of the Participant, the Participant’s spouse, the Participant’s
Beneficiary, or the Participant’s dependent (as defined in §152 of the Code, without regard to
§§152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participant’s property due to casualty (including
the need to rebuild a home following damage to a home not otherwise covered by insurance); or other
similar extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Participant. Whether a Participant is faced with an unforeseeable emergency
permitting a distribution under this Plan is to be determined based on the relevant facts and
circumstances of each case and in accordance with the requirements of §409A of the Code.



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ARTICLE III




ELIGIBILITY FOR COMPENSATION DEFERRALS



     3.1 Compensation Deferral Elections. Any Outside Director may elect to defer a portion
of his or her Compensation as set forth on his or her Deferral Election Form, in accordance with
applicable rules and procedures established by the Administrator. An Outside Director Participant
may elect to defer up to a total of 100% of his or her Compensation, or any lesser amount; provided
that the Administrator may establish reasonable procedures requiring Deferral Elections to be
stated in whole dollar amounts or whole percentages.



     3.2 Timing of and Changes in Deferral Election. An Outside Director may make a
Deferral Election for each Plan Year either




	 	(a)	 	during the annual enrollment period established by the
Administrator prior to the beginning of the Plan Year, in which event such
Deferral Election shall apply to all Compensation payable to such Outside
Director during the Plan Year; or
	 
	 	(b)	 	not later than 30 days after the Outside Director is first
elected to the Board, in which event such Deferral Election shall apply to all
Compensation earned after the election is made in the remainder of the Plan
Year (including a pro rata share of any annual retainer or similar amount,
determined by multiplying the amount of such Compensation by a fraction, the
numerator of which is the number of days remaining in the Plan Year after the
election and denominator is the number of days remaining in the Plan Year after
the Outside Director is elected to the Board); provided, that prior to his
election to the Board the Outside Director did not participate in any elective
deferred compensation arrangement with respect to Baxter, its subsidiaries, and
any other entity that would be treated as a member of a controlled group that
includes Baxter under §414(b) or (c) of the Code, other than (i) the Baxter
International Inc. and Subsidiaries Deferred Compensation Plan, or any similar
plan applicable only to employees, or (ii) a deferred compensation plan under
which the Outside Director either accrued no additional benefit (other than
investment earnings) during the 24 month period prior to his election, or
received a complete distribution of his entire account balance and ceased to be
eligible to participate prior to his election.





A Participant who has a Deferral Election in effect may not change such election during the Plan
Year, and may only revoke such election in accordance with procedures established by the
Administrator consistent with Treasury Regulations issued pursuant to §409A of the Code, subject to
Section 5.6.




     3.3 Deferral of Restricted Stock Units. Effective January 1, 2007, each Participant
may elect to defer the receipt of all (but not fewer than all) of the shares of Stock the
Participant is entitled to receive upon the vesting of any annual grant of Restricted Stock Units
to the



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Participant for service on the Board. Such deferral election must be made, in accordance with
procedures established by the Administrator, during either of the enrollment periods described in
Section 3.2 for the Plan Year in which the Restricted Stock Units are granted; provided that if the
Outside Director makes such election during the 30 day period described in Section 3.2(b), and
after the date of grant of the RSUs, the number of shares deferred shall be equal to the total
number of RSUs multiplied by a fraction, the numerator of which is the number of days between the
date on which the election is made and the date of the next annual meeting following the date of
grant and the denominator of which is the number of days between the date of grant and the date of
the next annual meeting, rounded to the next lower number of whole shares. If a Participant elects
to defer an annual grant of Restricted Stock Units, the Stock underlying such grant shall be
distributed on the third anniversary of the date of such grant (and may not be deferred to any
other date), provided that if the Director incurs a Termination before such date, the Stock, to the
extent vested, shall be distributed as soon as practical after the Termination. A Participant’s
deferred Restricted Stock Units shall be accounted for separately as part of the Participant’s
Account, and shall not be subject to Section 4.1, 4.2, 5.2 or 5.6, but shall otherwise be subject
to the provisions of this Plan.




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ARTICLE IV




CREDITING OF ACCOUNTS



     4.1 Crediting of Accounts. All amounts deferred by a Participant under the Plan shall
be credited to his/her Account in the Plan. Each Participant’s Account shall be credited or charged
with its share of investment earnings or losses determined in accordance with Section 4.2, and
shall be charged with all distributions made to the Participant or his/her Beneficiary. Accounts
shall be maintained for bookkeeping purposes only, and shall not require the segregation of funds
or establishment of a separate fund.



     4.2 Earnings. Each Participant’s Account shall be adjusted upward or downward, on a
weekly (or as otherwise determined by the Administrator) basis to reflect the investment return
that would have been realized had such amounts been invested in one or more investments selected by
the Participant from among the assumed investment alternatives designated by the Administrator for
use under the Plan. Until otherwise determined by the Administrator in its sole discretion, the
investment alternatives shall be the same as those available under the Baxter International Inc.
and Subsidiaries Deferred Compensation Plan, and Accounts for which no election is made shall be
invested in the Stable Income Fund. Prior to the first day of each calendar quarter (or at such
other intervals as may be determined by the Administrator), Participants may change the assumed
investment alternatives in which their Account will be deemed invested for such quarter.
Participant elections of assumed investment alternatives shall be made at the time and in the form
determined by the Administrator, and shall be subject to such other restrictions and limitations as
the Administrator shall determine.



     4.3 Account Statements. Account Statements will be generated effective as of the last
day of each calendar quarter and mailed to each Participant as soon as administratively feasible.
Account Statements will reflect all Account activity during the reporting quarter, including
Account contributions, distributions and earnings credits. Notwithstanding the foregoing, the
failure to provide an Account Statement shall not constitute a breach of this Plan or entitle any
Participant to any amount that he would not otherwise be entitled to under the Plan.



     4.4 Vesting. Subject to Sections 9.1 and 9.2, a Participant is always 100% vested in
his or her Account in the Plan at all times.




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ARTICLE V




DISTRIBUTION OF BENEFITS



     5.1 Distribution of Benefits. Subject to Section 5.2, distribution of a Participant’s
Account, if any, will be made in accordance with the Participant’s Distribution Election Form.
Anything else in this Plan to the contrary notwithstanding, effective October 22, 2004, (i) in no
event shall the distribution of any Account be accelerated to a time earlier than which it would
otherwise have been paid, whether by amendment of the Plan, exercise of the Compensation
Committee’s discretion, or otherwise, except as permitted by Treasury Regulations issued pursuant
to §409A of the Code, and (ii) in the event that the Compensation Committee, in its sole
discretion, determines that any time or form of distribution provided for in the Plan, or the
existence of a right to elect a different time or form of distribution, would cause the Plan to
fail to meet the requirements of §409A of the Code, or otherwise cause Participants to be subject
to any adverse federal income tax consequences, the Compensation Committee shall amend the Plan to
modify or remove the form of distribution or election right. The distribution restrictions under
§409A of the Code shall apply to Participant’s entire account balances under the Plan, whether
deferred before or after January 1, 2005. Notwithstanding the foregoing, if at any time any
portion of a Participant’s account balance is includible in the Participant’s income pursuant to
§409A of the Code, the portion so included shall be distributed to the Participant as soon as
administratively feasible.



     5.2 Distribution.



          A. Distribution Election Form — Termination. A Participant’s Account will be paid after the
Participant’s Termination, in accordance with the form of payment designated in such Participant’s
Distribution Election Form. Only one Distribution Election Form may be submitted with respect to
distribution of a Participant’s Account following Termination, and such election shall apply to the
Participant’s entire Account balance at his or her Termination. A Participant shall file a
Distribution Election Form with his or her first Deferral Election Form, and may change the form of
payment designated on his or her Distribution Election Form from time to time by filing a new
Distribution Election Form in accordance with procedures established by the Administrator; provided
that, in the case of a change made after December 31, 2008 (and after the last day permitted for
filing the initial Deferral Election Form), (i) distribution of the Account following the change
shall commence not earlier than five years after the distribution would otherwise have begun, and
(ii) if the Participant incurs a Termination within 12 months after changing the form of payment
designated, the change shall be disregarded and his/her Account shall be distributed in accordance
with the form of payment designated prior to the change.



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          B. In-Service Distribution. Prior to January 1, 2009, a Participant may also elect to receive
a distribution of all or a portion of his or her Account at a specified future date, by filing a
Distribution Election Form with the Administrator, either electing to have his or her entire
Account balance on such date distributed, or specifying the dollar amount of the distribution. A
Participant who has elected to receive an in-service distribution may subsequently elect to
postpone the date of such distribution (but may not change the amount to be distributed) by filing
a new Distribution Election Form, provided that the new Distribution Election From must be filed
not later than twelve months prior to the original specified distribution date, and the new
distribution date must be at least five years after the original distribution date. If the balance
in the Participant’s Account on the specified distribution date is less than the dollar amount
requested, the entire balance of the Account shall be distributed. If the Participant has a
Termination prior to the specific date requested on such Distribution Election Form, such form
shall be ignored and the Participant’s distribution election with respect to Termination shall be
followed.



          C. Forms of Distribution. The forms of distribution are:


          (a) a
lump sum payment, or

          (b) for distributions upon Termination only, annual installments of
at least 2 years, but not to exceed 15 years.


Annual installments will commence in the first ninety days of the Plan Year following the Plan Year
in which the Participant incurs a Termination. Subsequent installments will be paid annually in the
first ninety days of subsequent Plan Years, and each installment shall be equal to the remaining
balance in the Participant’s Account immediately prior to such payment divided by the number of
installments remaining to be paid.




Lump sum payments pursuant to a Distribution Election Form relating to payments following
Termination will be made in the first ninety days of the Plan Year following the Plan Year in which
the Participant incurs a Termination. All distributions of a Participant’s Account prior to
Termination will be paid in a lump sum as soon as administratively feasible after the date elected
by the Participant in the Distribution Election Form.




If a Participant does not elect a form of distribution by the time the Deferral Election Form or
the Distribution Election Form is required to be completed, the Participant’s election will default
to a lump sum payment in the first ninety days of the Plan Year following the Plan Year in which
the Participant incurs a Termination.




Notwithstanding the above, a Participant whose Account totals less than $50,000 as of the last day
of the Plan Year in which he or she incurs a Termination will receive lump sum payment of his or
her Account in the first ninety days of the Plan Year following the Plan Year in which the
Participant incurs a Termination.




          D. Distributions Upon Death. Upon the death of a Participant prior to the complete
distribution of the Participant’s account, the Participant’s remaining account balance shall be
paid to his or her Beneficiary in a lump sum as soon as practical, but not later than ninety days
after the Participant’s death, regardless of whether the Participant had elected



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payment in
installments or whether installment payments had begun prior to the Participant’s death.




     5.3 Effect of Payment. Payment to the person, trust or other entity reasonably and in
good faith determined by the Administrator to be the Participant’s Beneficiary will completely
discharge any obligations Baxter or any other Employer may have under the Plan. If a Plan benefit
is payable to a minor or a person declared to be incompetent or to a person the Administrator in
good faith believes to be incompetent or incapable of handling the disposition of property, the
Administrator may direct payment of such Plan benefit to the guardian, legal representative or
person having the care and custody of such minor and such decision by the Administrator is binding
on all parties. The Administrator may initiate whatever action it deems appropriate to ensure that
benefits are properly paid to an appropriate guardian.



The Administrator may require proof of incompetence, minority, incapacity or guardianship, as it
may deem appropriate prior to distribution of the Plan benefit. Such distribution will completely
discharge the Administrator and the Employer from all liability with respect to such benefit.




     5.4 Taxation of Plan Benefits. It is intended that each Participant will be taxed on
amounts credited to him or her under the Plan at the time such amounts are received, and the
provisions of the Plan will be interpreted consistent with that intention.



     5.5 Withholding and Payroll Taxes. Baxter will withhold from payments made hereunder
any taxes required to be withheld for the payment of taxes to the Federal, or any state or local
government.



     5.6 Distribution Due to Unforeseeable Emergency. Upon written request of a Participant
and the showing of Unforeseeable Emergency, the Administrator may authorize distribution of all or
a portion of the Participant’s Accounts, and or the acceleration of any installment payments being
made from the Plan, but only to the extent reasonably necessary to relieve the Unforeseeable
Emergency, including federal, state, local, or foreign income taxes or penalties reasonably imposed
upon the distribution. In any event, payment may not be made to the extent such Unforeseeable
Emergency is or may be satisfied through reimbursement by insurance or otherwise, including, but
not limited to, liquidation of the Participant’s assets (but not including hardship deferrals or
loans from the Participant’s account in any qualified retirement plan, as defined in Treasury
Regulations §1.409A-1(a)(2)), to the extent that such liquidation would not in and of itself cause
severe financial hardship. If the Participant demonstrates the existence of an Unforeseeable
Emergency, the Administrator shall first cancel the Participant’s Deferrals for the Plan Year
(other than Deferrals of Restricted Stock Units pursuant to Section 3.3), and the amount of the
distribution required to relieve the Unforeseeable Emergency shall take into account the additional
income available to the Participant as the result of cancellation of such Deferrals. The
Administrator may also impose such other conditions upon a distribution as it determines in its
discretion to be appropriate and not inconsistent with §409A of the Code.



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ARTICLE VI




BENEFICIARY DESIGNATION



     6.1 Beneficiary Designation. Each Participant has the right to designate one or more
persons, trusts or, with the Administrator’s approval, other entity as the Participant’s
Beneficiary, primary as well as secondary, to whom benefits under this Plan will be paid in the
event of the Participant’s death prior to complete distribution to the Participant of the benefits
due under the Plan. Each Beneficiary designation will be in a written form prescribed by the
Administrator and will be effective only when filed with the Administrator during the Participant’s
lifetime.



     6.2 Amendments to Beneficiary Designation. Any Beneficiary designation may be changed
by a Participant without the consent of any Beneficiary by the filing of a new Beneficiary
designation with the Administrator. Filing a Beneficiary designation as to any benefits available
under the Plan revokes all prior Beneficiary designations effective as of the date such Beneficiary
designation is received by the Administrator. If a Participant’s Account is community property, any
Beneficiary designation will be valid or effective only as permitted under applicable law.



     6.3 No Beneficiary Designation. In the absence of an effective Beneficiary
designation, or if all Beneficiaries predecease the Participant, the Participant’s estate will be
the Beneficiary. If a Beneficiary dies after the Participant and before payment of benefits under
this Plan has been completed, and no secondary Beneficiary has been designated to receive such
Beneficiary’s share, the remaining benefits will be payable to the Beneficiary’s estate.



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ARTICLE VII




ADMINISTRATION



     7.1 Administration. The Plan is administered by the Compensation Committee, which
shall be the Administrator for all purposes of the Plan. Notwithstanding the foregoing, all
authority to administer the Plan on an ongoing basis, including the authority to adopt and
implement all rules and procedures for the administration of the Plan, shall be exercised by such
persons as may be designated by the Corporate Vice President-Human Resources of Baxter, subject to
the authority of the Compensation Committee, and all references to the Administrator herein shall,
as appropriate, be construed to refer to such person or persons.



     7.2 Administrator Powers. The Administrator has such powers as may be necessary to
discharge its duties hereunder, including, but not by way of limitation, the power, right and duty
to construe, interpret and enforce the Plan provisions and to determine all questions arising under
the Plan including, but not by way of limitation, questions of Plan participation, eligibility for
Plan benefits and the rights of Outside Directors, Participants, Beneficiaries and other persons to
benefits under the Plan and to determine the amount, manner and time of payment of any benefits
hereunder, and to adopt procedures, rules, regulations and forms to be utilized in the efficient
administration of the Plan which may alter any procedural provision of the Plan without the
necessity of an amendment. The Administrator is empowered to employ agents (who may also be
employees of Baxter) and to delegate to them any of the administrative duties imposed upon the
Administrator or Baxter



     7.3 Finality of Decisions. Any ruling, regulation, procedure or decision of the
Administrator will be conclusive and binding upon all persons affected by it. There will be no
appeal from any ruling by the Administrator, which is within its authority, except as provided in
Section 7.4 below.



     7.4 Claims Procedure. Any claim for benefits by a Participant, his or her Beneficiary
or Beneficiaries, or any other person claiming the right to receive any benefit from the Plan by
reason of his or her relationship to a Participant or Beneficiary (the “applicant”) shall be in
writing and filed in accordance with procedures specified by the Administrator not more than one
year after the claimant knows or with the exercise of reasonable diligence should have known of the
basis for the claim. If the claim is denied, the Administrator will furnish the applicant within a
reasonable period of time with a written notice that specifies the reason for the denial, and
explains the claim review procedures of this Section 7.4. If, within 60 days after receipt of such
notice, the applicant so requests in writing, the Administrator will review its earlier decision.
The Administrator’s decision on review will be in writing, will include specific reasons for the
decision, and will be given to the claimant with a reasonable period of time after the request for
review is received. By participating in the Plan, each Participant agrees, on behalf of himself or
herself and all persons claiming through him or her, not to commence any action or proceeding for
payment of any amount claimed to be due under the Plan without first complying with the foregoing
procedures.



     7.5 Indemnity. To the extent permitted by applicable law and to the extent that they
are not indemnified or saved harmless under any liability insurance contracts, any present or



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former employees, officers, or directors of Baxter, or its subsidiaries or affiliates, if any, will
be indemnified and saved harmless by Baxter from and against any and all liabilities or allegations
of liability to which they may be subjected by reason of any act done or omitted to be done in good
faith in the administration of the Plan, including all expenses reasonably incurred in their
defense in the event that Baxter fails to provide such defense after having been requested in
writing to do so.




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ARTICLE VIII




AMENDMENT AND TERMINATION OF PLAN



     8.1 Amendment. The Compensation Committee may amend the Plan at any time, except that
no amendment will decrease the Accounts of Participants and Beneficiaries at the time of the
amendment. Notwithstanding the foregoing, the Administrator may adopt any amendment to the Plan
that is technical, ministerial or procedural in nature, and any rule or procedure properly adopted
by the Administrator that is technical, ministerial or procedural in nature shall be deemed an
amendment to the Plan to the extent of any inconsistency between such rule or procedure and the
provisions hereof.



     8.2 Right to Terminate. The Compensation Committee may at any time terminate the Plan.



     8.3 Payment at Termination. If the Plan is terminated, the Accounts of Participants
shall continue to be held until distributed in accordance with Article V, unless in connection with
such termination the Compensation Committee amends the Plan to provide for distribution of all
Accounts in lump sum payments, provided that such distributions are permitted by Treasury
Regulations issued pursuant to §409A of the Code.



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ARTICLE IX




MISCELLANEOUS



     9.1 Unfunded Plan. This Plan is intended to be an unfunded deferred compensation plan.
All credited amounts are unfunded, general obligations of Baxter. This Plan is not intended to
create an investment contract. Participants are members of the Board of Baxter, who, by virtue of
their position, are uniquely informed as to Baxter’s operations and have the ability to affect
materially Baxter’s profitability and operations.



     9.2 Unsecured General Creditor. In the event of Baxter’s insolvency, Participants and
their Beneficiaries, heirs, successors and assigns will have no legal or equitable rights, interest
or claims in any property or assets of Baxter or any of its subsidiaries, nor will they be
beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity
contracts or the proceeds therefrom owned or which may be acquired by such Baxter (the “Policies”)
greater than those of any other unsecured general creditors. In that event, any and all of Baxter’s
assets and Policies will be, and remain, the general, unpledged, unrestricted assets of Baxter.
Baxter’s obligation under the Plan will be merely that of an unfunded and unsecured promise of
Baxter to pay money in the future.



     9.3 Nonassignability. Neither a Participant nor any other person will have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any
part thereof, which are, and all rights to which are, expressly declared to be nonassignable and
nontransferable. No part of the amounts payable will, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance
owed by a Participant or any other person, nor be transferable by operation of law in the event of
a Participant’s or any other person’s bankruptcy or insolvency. Nothing contained herein will
preclude Baxter from offsetting any amount owed to it by a Participant against payments to such
Participant or his or her Beneficiary.



     9.4 Protective Provisions. A Participant will cooperate with Baxter by furnishing any
and all information requested by Baxter, in order to facilitate the payment of benefits hereunder.



     9.5 Governing Law. The provisions of this Plan will be construed and interpreted
according to the laws of the State of Illinois.



     9.6 Severability. In the event any provision of the Plan is held invalid or illegal
for any reason, any illegality or invalidity will not affect the remaining parts of the Plan, but
the Plan will be construed and enforced as if the illegal or invalid provision had never been
inserted, and Baxter will have the privilege and opportunity to correct and remedy such questions
of illegality or invalidity by amendment as provided in the Plan, including, but not by way of
limitation, the opportunity to construe and enforce the Plan as if such illegal and invalid
provision had never been inserted herein.



     9.7 Notice. Any notice or filing required or permitted to be given to Baxter or the
Administrator under the Plan will be sufficient if in writing and hand delivered, or sent by



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registered or certified mail to Baxter’s Chief Financial Officer and, if mailed, will be addressed
to the principal executive offices of Baxter. Notice to a Participant or Beneficiary may be hand
delivered or mailed to the Participant or Beneficiary at his or her most recent address as listed
in the employment records of Baxter. Notices will be deemed given as of the date of delivery or
mailing or, if delivery is made by certified or registered mail, as of the date shown on the
receipt for registration or certification. Any person entitled to notice hereunder may waive such
notice.



     9.8 Successors. The provisions of this Plan will bind and inure to the benefit of
Baxter, the Participants and Beneficiaries, and their respective successors, heirs and assigns. The
term successors as used herein will include any corporate or other business entity, which, whether
by merger, consolidation, purchase or otherwise acquires all or substantially all of the business
and assets of Baxter, and successors of any such corporation or other business entity.



     9.9 Action by Baxter. Except as otherwise provided herein, any action required of or
permitted by Baxter under the Plan will be by resolution of the Compensation Committee or any
person or persons authorized by
resolution of the Compensation Committee. Any action required of or permitted by Baxter in its
role as Administrator may be taken by the Corporate Vice President-Human Resources of Baxter or
persons acting under his or her authority.



     9.10 Participant Litigation. In any action or proceeding regarding the Plan, Outside
Directors, Participants, Beneficiaries or any other persons having or claiming to have an interest
in this Plan will not be necessary parties and will not be entitled to any notice or process. Any
final judgment which is not appealed or appealable and may be entered in any such action or
proceeding will be binding and conclusive on the parties hereto and all persons having or claiming
to have any interest in this Plan. To the extent permitted by law, if a legal action is begun
against Baxter, the Administrator, or any member of the Compensation Committee by or on behalf of
any person and such action results adversely to such person or if a legal action arises because of
conflicting claims to a Participant’s or other person’s benefits, the costs to such person of
defending the action will be charged to the amounts, if any, which were involved in the action or
were payable to the Participant or other person concerned. To the extent permitted by applicable
law, acceptance of participation in this Plan will constitute a release of Baxter, the
Administrator and each member of the Compensation Committee, and their respective agents from any
and all liability and obligation not involving willful misconduct or gross neglect.



* * *




     IN WITNESS WHEREOF, the undersigned duly authorized officer has caused this Amended and
Restated Plan to be executed this 18th day of December 2008.



	 	 	 	 	 
	 	BAXTER INTERNATIONAL INC.



 	 
	 	By:  	/s/ Jeanne Mason	 
	 	 	Jeanne Mason, Corporate Vice President — Human
Resources 	 




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