The Compensation Committee exercises the authority of the Board relating to employee benefit plans and the compensation of Baxter´s executives. The Compensation Committee´s responsibilities include:

• making recommendations to the Board concerning compensation of the Chief Executive Officer;
• determining the compensation of executive officers (other than the Chief Executive Officer) and advising the Board of such determination;
• making recommendations to the Board with respect to incentive compensation plans and equity-based plans and exercising the authority of the Board concerning benefit plans; and
• serving as the administration committee of the company´s equity plans; and
• making recommendations to the Board concerning director compensation.
  

The Compensation Committee met four times in 2007. The current members of the Compensation Committee are John D. Forsyth (Chair), Walter E. Boomer, Peter S. Hellman, Carole J. Shapazian and Thomas T. Stallkamp.