Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 11, 2008, the advance notice provisions of the Company's Amended and Restated Bylaws (the "Bylaws") relating to nominations and matters to be brought before the annual meeting of shareholders were amended. Sections 2 and 4 of Article I of the amended Bylaws provide that a shareholder who wishes to
(1) propose an item of business for the shareholders to consider at the annual meeting of shareholders or (2) nominate a candidate for director must follow certain notice and procedural steps. Included among these steps is the requirement to provide more complete disclosure from the proposing shareholder, particularly with respect to various ownership techniques employed by such shareholder (including any derivative or short positions, profit interests, options or borrowed or loaned shares) and clarifying other relationships, including, to the extent known by the proposing shareholder, the identity of other shareholders supporting the proposal or director nomination. The time frame for notice to the Company has also been modified. Notice under the amended Bylaws is required to be given by the shareholder to the Company not more than 120 days, but no less than 90 days, prior to the first anniversary of the preceding year's annual meeting (rather than the previous standard of not more than 90 but less than 60 days). In addition, Section 4(f) of Article I of the Bylaws was amended to clarify that with respect to the election of directors votes cast with respect to a nominee shall exclude abstentions with respect to such nominee. The foregoing summary of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Company's Bylaws, as amended and restated on November 11, 2008, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Bylaws of Baxter International Inc., as amended and restated on November 11, 2008.

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