0001193125-09-005664 Sample Contracts

PERSONAL & CONFIDENTIAL AGREEMENT
Confidential Agreement • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York

On behalf of Bristol-Myers Squibb Company (“BMS”), I am pleased to offer you this Letter Agreement. If the BMS Board of Directors decides to proceed with a sale, spin-off, divestiture or other disposition (hereinafter, collectively the “Transformation”) of Mead Johnson Nutritionals (the “Business”), you are being offered the following incentives to ensure that the Business is managed and operated efficiently throughout the process, the terms and conditions of which are outlined herein:

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FORM OF AMENDED AND RESTATED CHANGE-IN-CONTROL AGREEMENT
Control Agreement • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York

Bristol-Myers Squibb Company (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel. Our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a change in ownership and control so that you will be in a position to help the Company complete a transaction that would be beneficial to stockholders. Accord

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FORM OF EMPLOYEE MATTERS AGREEMENT BETWEEN BRISTOL-MYERS SQUIBB COMPANY AND MEAD JOHNSON NUTRITION COMPANY DATED AS OF
Employee Matters Agreement • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into on , 2009, between BRISTOL-MYERS SQUIBB COMPANY (“BMS”), a Delaware corporation, and MEAD JOHNSON NUTRITION COMPANY (“Mead Johnson”), a Delaware corporation. Capitalized terms used herein (other than the formal names of BMS Plans, as defined below, and related trusts of BMS) and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.

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Contract
Registration Rights Agreement • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • Delaware

FORM OF REGISTRATION RIGHTS AGREEMENT, dated as of , 2009, among Mead Johnson Nutrition Company, a Delaware corporation (the “Company”), Bristol-Myers Squibb Company, a Delaware corporation (“BMS”), and E.R. Squibb & Sons, L.L.C., a Delaware limited liability company (“ERS”) (together with BMS and any affiliate of BMS holding common stock of the Company, the “Holders”).

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FORM OF SEPARATION AGREEMENT by and among BRISTOL-MYERS SQUIBB COMPANY, MEAD JOHNSON NUTRITION COMPANY and MJN RESTRUCTURING HOLDCO, INC. Dated as of , 2009
Form of Separation Agreement • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • Delaware

THIS SEPARATION AGREEMENT, dated as of , 2009, is by and among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“BMS”), MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (on or after the Separation Date, “MJN”) and MJN RESTRUCTURING HOLDCO, INC., a Delaware corporation (prior to the Separation Date, “MJN”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

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FORM OF TRANSITIONAL SERVICES AGREEMENT BETWEEN BRISTOL-MYERS SQUIBB COMPANY and MEAD JOHNSON NUTRITION COMPANY Dated as of , 2009
Transitional Services Agreement • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York

This TRANSITIONAL SERVICES AGREEMENT, dated as of , 2009 (this “Agreement”), is by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“BMS”), and MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (“MJN”).

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Charles Urbain
Mead Johnson Nutrition Co • January 14th, 2009 • Food and kindred products
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Contract
Form of Tax Matters Agreement • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York

FORM OF TAX MATTERS AGREEMENT dated as of , 2009 (this “Agreement”) between Bristol Myers Squibb Company, a Delaware corporation (“BMS”), and MJN Restructuring Holdco, Inc., a Delaware corporation (“MJN”, collectively, the “Companies”).

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AMENDED AND RESTATED CHANGE-IN-CONTROL AGREEMENT
Change • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York

Bristol-Myers Squibb Company (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel. Our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a change in ownership and control so that you will be in a position to help the Company complete a transaction that would be beneficial to stockholders. Accord

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