News Release

BAXTER INTERNATIONAL INC. SHOWCASES GROWTH INITIATIVES AT ANNUAL MEETING OF STOCKHOLDERS

Progressive New Compensation Program for Board of Directors is Launched

Shareholders Approve Increase in Authorized Shares to Affect Two-for-One Stock Split

Oakbrook Terrace, Ill., May 1, 2001 - At the company's Annual Meeting of Stockholders here today, executives of Baxter International Inc. (NYSE: BAX) outlined plans for accelerated growth in all of its businesses - BioScience, Medication Delivery and Renal Therapy.

Baxter chairman and chief executive officer Harry M. Jansen Kraemer, Jr. opened up the meeting by reviewing Baxter's performance in 2000 and reiterating Baxter's commitments for 2001.

"We had a fantastic year in 2000 delivering a 49 percent total return to our shareholders for the year, including dividends," Kraemer said. "Given our momentum, we expect to accelerate our sales and earnings growth rate over time through continued global expansion, enhancements to our product pipeline, additional production capacity, and continued focus on operational excellence."

Baxter executives also reiterated the company's commitments for 2001, which are to accelerate annual sales growth to the low double digits, achieve earnings growth in the mid-teens, and generate more than $500 million in operational cash flow after investing more than $1 billion in research and development and capital expenditures.

Baxter executives said that long-term growth goals beyond 2001 include sales growth in the low to mid teens, earnings growth in the mid to high teens and an annual goal of $700 million in operational cash flow.

Board of Directors' Compensation
In another bold step to further align incentives of all Baxter team members with shareholder interests, the company has implemented a new compensation program for its board members. Under the new plan, which becomes effective today, Baxter board members will receive 100 percent of their compensation in stock options. Directors will receive an annual target grant of 5,000 stock options, with the actual grant amount based upon Baxter's total shareholder return as compared to the S&P Healthcare Composite Index. Previously, directors received a combination of restricted stock and cash, as well as retirement and medical benefits.

"This is a very progressive and unusual move for a company our size," Kraemer said. "We believe this serves as a strong statement about the level of confidence we have in our growth prospects. And, quite frankly, we believe this puts all of us -- directors, senior management, shareholders -- at the same level of risk. In our minds, it's just the right thing to do."

Two-for-One Stock Split
Baxter's shareholders authorized an increase in the amount of shares of common stock that Baxter is authorized to issue, which was necessary to implement the previously announced two-for-one split of the company's common stock. Shareholders approved the increase in the number of authorized shares of common stock from 350 million to one billion. Pursuant to the stock split, shareholders of record at the close of business on May 9, 2001 will receive one share of Baxter common stock for each share they hold on that date. The additional shares of common stock will be distributed beginning on May 30, 2001.

Other Shareholder Actions
Also at the meeting, Baxter shareholders re-elected Pei-yuan Chia, Arnold J. Levine, Ph.D. and Monroe E. Trout, M.D., to three-year terms as directors, and ratified the appointment of PricewaterhouseCoopers LLP as independent accountants for Baxter in 2001. The shareholders also voted in favor of a shareholder proposal related to declassification of Baxter's board of directors. In addition, shareholders approved Baxter's 2001 Incentive Compensation Program.

About Baxter
Baxter International Inc. is a global medical products and services company that, through its subsidiaries, provides critical therapies for people with life-threatening conditions. Baxter's products and services in bioscience (biopharmaceuticals, vaccines, biosurgery products and transfusion therapies), medication delivery and renal therapy are used by health-care providers and their patients in more than 100 countries.

This news release contains forward-looking statements that involve risks and uncertainties, including technological advances in the medical field, product demand and market acceptance, the effect of economic conditions, actions of regulatory bodies, the impact of competitive products and pricing, foreign currency exchange rates and other risks detailed in the company's filings with the Securities and Exchange Commission. These forward-looking statements are based on estimates and assumptions made by management of the company and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements.

FOR ADDITIONAL INFORMATION:

	Media Contacts: Deborah Spak, (847) 948-2349 George Rafeedie, (847) 948-3675 Investor Contacts: Neville Jeharajah, (847) 948-2875 Mary Kay Ladone, (847) 948-3371