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                                                                    Exhibit 10.3



                   BAXTER INTERNATIONAL INC. AND SUBSIDIARIES
                            SUPPLEMENTAL PENSION PLAN

                (Amended and Restated Effective January 1, 2002)

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                   BAXTER INTERNATIONAL INC. AND SUBSIDIARIES
                            SUPPLEMENTAL PENSION PLAN

                (Amended and Restated Effective January 1, 2002)

                                    ARTICLE I

                                     GENERAL

     1.1. Purpose and Effective Date. Baxter International Inc. (the
"Corporation") established the Baxter International Inc. and Subsidiaries
Supplemental Pension Plan (the "Plan"), effective as of January 1, 1989, to
assist in providing retirement and other benefits to certain employees of the
Corporation and its affiliates which are in addition to those provided under the
Baxter International Inc. and Subsidiaries Pension Plan (the "Pension Plan").
The following provisions constitute an amendment and restatement of the Plan
effective as of January 1, 2002, the "Effective Date" of the Plan set forth
herein. The Plan is intended to constitute an "excess benefit plan" within the
meaning of Section 3(36) of ERISA with respect to the benefits provided under
Section 4.2 that are in excess of those that may be provided under the Pension
Plan because of the application of Code Section 415, and an unfunded plan
maintained primarily for the purpose of providing deferred compensation to a
select group of management or highly compensated employees with respect to the
other benefits provided under the Plan.

     1.2. Plan Administration; Source of Benefit Payments. The authority to
control and manage the operation and administration of the Plan shall be vested
in the Administrative Committee. In controlling and managing the operation and
administration of the Plan, the Administrative Committee shall have the same
rights, powers and duties as those delegated to such Committee under the Pension
Plan. A Participating Employer's obligation under the Plan shall be reduced to
the extent that any amounts due under the Plan are paid from one or more trusts,
the assets of which are subject to the claims of general creditors of the
Participating Employer or any affiliate thereof; provided, however, that nothing
in the Plan shall require the Corporation or any Participating Employer to
establish any trust to provide benefits under the Plan.

     1.3. Applicable Laws. The Plan shall be construed and administered in
accordance with the laws of the State of Illinois to the extent that such laws
are not preempted by the laws of the United States of America.

     1.4. Notices. Any notice or document required to be filed with the
Administrative Committee under the Plan will be properly filed if delivered or
mailed by registered mail, postage prepaid, to the Administrative Committee, in
care of the Corporation, at its principal executive offices. Any notice required
under the Plan may be wholly or partially waived by the person entitled thereto.

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     1.5. Action by Participating Employers. Any action required or permitted to
be taken under the Plan by a Participating Employer shall be by resolution of
its Board of Directors, or by a person or persons authorized by its Board of
Directors.

     1.6. Limitation on Provisions. Any benefit payable under the Pension Plan
shall be paid solely in accordance with the terms and conditions of the Pension
Plan and nothing in the Plan shall operate or be construed in any way to modify,
amend or affect the terms and provisions of the Pension Plan.

     1.7. Claims and Review Procedures. The claims procedures applicable to
claims and appeals of denied claims under the Pension Plan shall apply to any
claims for benefits under the Plan and appeals of any such denied claims.

     1.8. Inactive Participation. Except as otherwise specifically provided
herein, the benefits, if any, payable to or on behalf of Participants who
terminated employment with the Corporation and its affiliates prior to the
Effective Date shall be determined in accordance with the terms of the Plan as
in effect on such termination of employment.

     1.9. Plan Supplements. The provisions of the Plan as applied to any
Participating Employer or Participant may be modified and/or supplemented from
time to time by the adoption of one or more Supplements. In the event of any
inconsistency between a Supplement and the Plan document, the terms of the
Supplement shall govern.

     1.10. Severability of Plan Provisions. In the event any provisions of the
Plan shall be held invalid or illegal for any reason, any invalidity or
illegality shall not affect the remaining parts of the Plan, but the Plan shall
be construed and enforced as if the invalid or illegal provision had never been
included, and the Corporation shall have the right to correct and remedy such
questions of invalidity or illegality by amendment as provided in Article 5.

                                   ARTICLE II

                                   DEFINITIONS

     2.1. "Accrued Benefit" shall have the meaning ascribed to such term under
the Pension Plan.

     2.2. "Administrative Committee" shall have the meaning ascribed to such
term under the Pension Plan.

     2.3. "Code" means the Internal Revenue Code of 1986, as amended.

     2.4. "Corporation" has the meaning ascribed to such term in Section 1.1.


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     2.5. "Deferred Compensation Plan" means Baxter International Inc. and
Subsidiaries Deferred Compensation Plan.

     2.6. "Effective Date" means January 1, 2002.

     2.7. "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     2.8. "Excess Benefit" means the benefit determined under Section 4.2.

     2.9. "Participant" means an employee of a Participating Employer who is
eligible for an Excess Benefit, Pension Make-Whole Benefit or Special
Supplemental Benefit, as set forth in Section 3.1.

     2.10. "Participating Employer" means the Corporation and any affiliate of
the Corporation, which is a Participating Employer under the Pension Plan.

     2.11. "Pension Make-Whole Benefit" means the benefit determined under
Section 4.3.

     2.12. "Pension Plan" has the meaning ascribed to such term in Section 1.1.

     2.13. "Plan" has the meaning ascribed to such term in Section 1.1.

     2.14. "Special Supplemental Benefit" means the benefit determined under
Section 4.4.


                                   ARTICLE III

                            PARTICIPATION IN THE PLAN

     3.1. Eligibility. An employee of a Participating Employer shall become a
Participant in the Plan on the first date such employee is eligible for an
Excess Benefit, Pension Make-Whole Benefit or Special Supplemental Benefit, in
accordance with the following:

     (a)  Each participant in the Pension Plan who has a fully vested interest
          in his or her Accrued Benefit under the Pension Plan and whose benefit
          under the Pension Plan is limited by reason of the application Section
          415 or Section 401(a)(17) of the Code shall be eligible for an Excess
          Benefit, determined in accordance with Section 4.2.

     (b)  Each participant in the Pension Plan who has a fully vested interest
          in his or her Accrued Benefit under the Pension Plan and who also is a
          participant in the Deferred Compensation Plan shall be eligible for a
          Pension Make-Whole Benefit, determined in accordance with Section 4.3.

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     (c)  The Administrative Committee (or the person or persons delegated such
          authority by the Administrative Committee), in its sole discretion,
          shall designate the individuals, if any, who shall be eligible for
          Special Supplemental Benefits.

     3.2. Restricted Participation. Notwithstanding any other provision of the
Plan to the contrary, if the Administrative Committee determines that
participation by one or more Participants shall cause the Plan as applied to any
Participating Employer to be subject to Part 2, 3 or 4 of Subtitle B of Title I
of ERISA, the entire interest of such Participants under the Plan shall be
immediately paid to them by each applicable Participating Employer, or shall
otherwise be segregated from the Plan in the discretion of the Administrative
Committee, and such Participants shall cease to have any interest under the
Plan. In the event the Participant has died, the foregoing provisions of this
Section 3.2 shall apply to the Participant's interest, if any, which is payable
to the Participant's surviving spouse or other beneficiary.

     3.3. No Contract of Employment. The Plan does not constitute a contract of
employment, and participation in the Plan will not give any employee the right
to be retained in the employ of the Corporation or any Participating Employer
nor any right or claim to any benefit under the Plan, unless such right or claim
has specifically accrued under the terms of the Plan.

                                   ARTICLE IV

                       AMOUNT AND PAYMENT OF PLAN BENEFITS

     4.1. Plan Benefits. Eligible Participants under the Plan shall receive an
Excess Benefit, Pension Make-Whole Benefit or Special Supplemental Benefit, in
the amount and payable at the times set forth in the following provisions of
this Article 4.

     4.2. Excess Benefit. As of any date, an eligible Participant's "Excess
Benefit" under the Plan shall be an amount equal to the Accrued Benefit the
Participant would be eligible for under the Pension Plan as of such date if such
Accrued Benefit were determined without regard to limitations of Section 415 and
Section 401(a)(17) of the Code, reduced by the Participant's actual Accrued
Benefit under the Pension Plan as of such date. A Participant's Excess Benefit,
if any, shall be paid at the same time and in the same form as the Participant's
benefits under the Pension Plan; provided, however, the Administrative
Committee, in its sole discretion, may defer commencement of payments under the
Plan for a period of up to twelve months after the time payments under the
Pension Plan commence.

     4.3. Pension Make-Whole Benefit. As of any date, an eligible Participant's
"Pension Make-Whole Benefit" under the Plan shall be an amount equal to:

     (a)  the Accrued Benefit the Participant would be eligible for under the
          Pension Plan as of such date if such Accrued Benefit were determined
          (i) without exclusion of compensation deferred under the Deferred
          Compensation Plan, and (ii) without regard to the limitations of Code
          Sections 415 and 401(a)(17),

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          reduced by

     (b)  the sum of (i) the Participant's actual Accrued Benefit under the
          Pension Plan as of such date, and (ii) the amount of any Excess
          Benefit determined under Section 4.2 without regard to such deferred
          compensation.

A Participant's Pension Make-Whole Benefit, if any, shall be paid at the same
time and in the same form as the Participant's benefits under the Pension Plan;
provided, however, the Administrative Committee, in its sole discretion, may
defer commencement of payments under the Plan for a period of up to twelve
months after the time payments under the Pension Plan commence.

     4.4. Special Supplemental Benefits. The amount, if any, of a Participant's
"Special Supplemental Benefit" shall be determined by the Administrative
Committee, shall be subject to such terms and conditions as the Administrative
Committee may establish, and shall be payable at the times and in the form
determined by the Administrative Committee. The Administrative Committee, in its
sole discretion, may delegate its authority under this Section 4.4 to any person
or persons in connection with the award of Special Supplemental Benefits to a
particular Participant, a class of Participants, or all Participants. A copy of
all actions taken by the Administrative Committee or its delegate with respect
to Special Supplemental Benefits under the Plan shall be sent to the Corporate
Counsel in charge of the Company's employee benefit plans.

     4.5. Actuarial Equivalence. To the extent applicable, the benefits payable
to any person under the Plan shall be determined by applying the appropriate
interest rate and other actuarial assumptions set forth in the Pension Plan.

     4.6. Benefits May Not Be Assigned or Alienated. Benefits payable under the
Plan are expressly declared to be unassignable and nontransferable. Neither the
Participant nor any other person shall have any voluntary or involuntary right
to commute, sell, assign, pledge, anticipate, mortgage or otherwise encumber or
transfer or convey in advance of actual receipt any benefits payable under the
Plan.

     4.7. Withholding Taxes. Benefits and payments under the Plan are subject to
the withholding of all applicable taxes. Notwithstanding any provision of the
Plan to the contrary, a Participant's initial benefit payment under the Plan
shall be in an amount sufficient pay any remaining employment tax required to be
withheld with respect to Plan benefits. To the extent such amount is in excess
of the first distribution that would otherwise have been made based on the form
of benefit elected by the Participant, subsequent payments will not begin until
the aggregated payments that would have been made under the form of benefit
elected by the Participant exceed the amount of such initial distribution.

     4.8. Beneficiaries. A Participant's beneficiary under the Plan with respect
to benefits payable under the Plan following the Participant's death, if any,
shall be the Participant's beneficiary under the Pension Plan.


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                                    ARTICLE V

                            AMENDMENT AND TERMINATION

     5.1. Amendment and Termination. The Administrative Committee may, at any
time, amend or supplement the Plan. The Board of Directors of the Corporation
may, at any time, terminate the Plan. Notwithstanding the foregoing provisions
of this Section 5.1, neither an amendment or termination of the Plan shall
materially reduce or impair the interests of Participants or other persons
entitled to benefits under the Plan; provided, however, the Administrative
Committee or Corporation, as applicable, may amend or terminate the Plan at any
time to take effect retroactively or otherwise, as deemed necessary or advisable
for purposes of conforming the Plan to any present or future law, regulations or
rulings relating to plans of this or a similar nature.

     5.2. Successors and Assigns. The obligations of the Corporation and the
Participating Employers under the Plan shall be binding upon any assignee or
successor in interest thereto.

                                      * * *

     IN WITNESS WHEREOF, the undersigned duly authorized officer has caused this
Plan to be executed this 12th of March, 2002.


                            BAXTER INTERNATIONAL INC.


                            By /s/ Karen J. May
                              ---------------------------------
                              Its Corporate Vice President of Human Resources


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