THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Baxter International Inc. (BAX)

3/21/2006 Proxy Information

Carlos Arturo del Salto, Jr., son of Carlos del Salto, Baxter’s former Corporate Vice President, President, Intercontinental/ Asia, is employed by Baxter in a non-officer position as a sales representative. For his services, Mr. del Salto, Jr. earned $82,548 in total compensation in 2005, which was comparable to other employees at a similar level. In addition, Magdalena Nemer, sister-in-law of Mr. del Salto (spouse of his brother), formerly served as Baxter’s General Manager for Mexico. During 2005, Ms. Nemer was on expatriate assignment from the United States to Mexico. For her services, Ms. Nemer was paid $226,926 in total compensation in 2005. Ms. Nemer’s compensation included a base salary of $176,039, a cost of living allowance of $14,498, a hardship allowance of $26,405 and a bonus of $9,984. Ms. Nemer also received normal expatriate benefits related to her assignment in the amount of $341,501, which primarily included tax equalization, housing assistance, a company car and educational assistance for her children. The compensation paid to Ms. Nemer was consistent with the compensation paid to other Baxter expatriate employees in similar positions. Baxter also has been a party to the following transactions with entities of which a member of the Board serves or has served in an executive or similar capacity. Baxter has agreed to make the $1.5 million donation described in the previous section of this Proxy Statement under the caption “Employment Agreements — Donation to Loyola University Chicago”. The pledge was made in connection with Mr. Parkinson’s employment with Baxter and while Mr. Parkinson was Dean of Loyola University Chicago’s School of Business Administration and Graduate School of Business. Mr. Parkinson currently serves on Loyola University Chicago’s Board of Trustees. In 2005, Baxter paid $87,300 in membership dues and program attendance fees to The Conference Board, a tax-exempt organization. Ms. Fosler, a member of Baxter’s Board, serves as Executive Vice President and Chief Economist of The Conference Board.

3/21/2005 Proxy Information

Mr. Graham is Chairman Emeritus of Baxter International Inc. He joined Baxter in 1945 as Vice President and manager. In 1953, Mr. Graham became Chief Executive Officer, retaining that post until 1980. He was Chairman from 1971 until 1985 and, thereafter, Senior Chairman until 1996.

Carlos Arturo del Salto, Jr., son of Carlos del Salto, Corporate Vice President, President, Intercontinental/Asia, is employed by Baxter in a non-officer position as a sales representative. For his services, Mr. del Salto, Jr. earned $72,155 in total compensation in 2004, which was comparable to other employees at a similar level. In addition to the foregoing relationship, disclosure of which is required under the rules of the Securities and Exchange Commission, Magdalena Nemer, sister-in-law of Mr. del Salto (spouse of his brother), serves as Baxter’s Country Managing Director for Mexico. Ms. Nemer is on expatriate assignment from the United States to Mexico. For her services, Ms. Nemer earned $185,875 in total compensation in 2004. Ms. Nemer’s compensation included a base salary of $167,731 and a bonus of $18,144. Ms. Nemer also received normal expatriate benefits related to her assignment in the amount of $383,310, which primarily included tax equalization, housing assistance, a cost of living allowance, a company car and educational assistance for her children. The compensation paid to and benefits received by Ms. Nemer are consistent with the compensation paid to and benefits received by other Baxter expatriate employees in similar positions.

Although there are no other relationships or transactions requiring disclosure under the rules of the Securities and Exchange Commission, Baxter has been a party to the following transactions with entities of which a member of the Board serves or has served in an executive or similar capacity during 2004.

In 2004, Baxter paid $75,500 in membership dues and program attendance fees to The Conference Board, a tax-exempt organization. The total payments represent less than 0.5% of The Conference Board’s consolidated gross revenues for 2004. Ms. Fosler, a member of Baxter’s Board, serves as Executive Vice President and Chief Economist of The Conference Board.

Baxter has agreed to make a $1.5 million donation to Loyola University Chicago over a three-year period. These funds will support certain capital improvements to the School of Business Administration and the development of new curricular initiatives in the Graduate School of Business. The pledge was made as a condition to Mr. Parkinson’s employment with Baxter and while Mr. Parkinson was Dean of Loyola University Chicago’s School of Business Administration and Graduate School of Business. Mr. Parkinson left Loyola University Chicago in April 2004. Furthermore, in 2004, Baxter received $2,335,888 in payments for products sold to Loyola University Medical Center, a tax-exempt, academic healthcare institution owned by Loyola University Chicago. The total payments received represent less than 0.5% of Loyola University Chicago’s consolidated gross revenues for 2004.

3/21/2003 and 3/19/2004 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.