Restricted Stock Plan For Non-employee Directors

Exhibit 10.16


BAXTER INTERNATIONAL INC.
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
As amended and restated effective May 1, 2001
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This Plan contains the terms and conditions on which grants of common stock of Baxter International Inc. ("Restricted Stock") are made to the directors of Baxter International Inc. ("Baxter").


1. Eligibility and Grants of Restricted Stock


1.1 Each eligible director shall receive grants of Restricted Stock in accordance with this section 1 without further action by the board of directors or any of its committees. The provisions of this section 1 shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder.


1.2 [Subsection Intentionally Left Blank]


1.3 [Subsection Intentionally Left Blank]


1.4 Board Retirement Benefit. Each director on May 1, 2001 who is age 65 or
------------------------ older and has at least five years of service as a non-employee director as of such date will receive, upon ceasing membership on the Board of Directors (for a reason other than removal for cause), a retirement benefit equal to 1,000 shares of Restricted Stock for each twelve-month period of service as a non-employee director as of May 1, 2001. No Restricted Stock grant shall be made to any director who elects prior to May 1, 2001 to receive stock options in lieu thereof. The Restricted Stock grant shall be made effective on the director's last day of membership on the board.


1.5 Each grant of Restricted Stock shall be issued from shares held by Baxter in its treasury and when so issued, such shares shall be fully paid and non- assessable


2. Agreement and Certificates


[Section Intentionally Left Blank]


3. Vesting

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