0001193125-09-259326 Sample Contracts

RESTRICTED STOCK UNITS AGREEMENT UNDER THE MEAD JOHNSON NUTRITION COMPANY
Restricted Stock Units Agreement • December 23rd, 2009 • Mead Johnson Nutrition Co • Food and kindred products • Delaware

MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (the “Company”), has granted to you the Restricted Stock Units (“RSUs”) specified in the summary of your grant that is found on the Smith Barney website (the “Grant Summary”). The Grant Summary is incorporated into this Restricted Stock Units Agreement (the “Agreement”) and deemed to be a part hereof. The RSUs have been granted to you under Section 6(e) of the Mead Johnson Nutrition Company 2009 Stock Award and Incentive Plan (the “Plan”), on the terms and conditions specified in the Grant Summary and this Agreement. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan.

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Contract
Tax Matters Agreement • December 23rd, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York

AMENDED AND RESTATED TAX MATTERS AGREEMENT dated as of December 18, 2009 (this “Agreement”) between Bristol Myers Squibb Company, a Delaware corporation (“BMS”), and Mead Johnson Nutrition Company, a Delaware corporation (“MJN”, collectively, the “Companies”).

AMENDED AND RESTATED CHINA SERVICES AGREEMENT by and between BRISTOL-MYERS SQUIBB COMPANY and MEAD JOHNSON NUTRITION COMPANY Dated as of December 18, 2009
China Services Agreement • December 23rd, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York

This AMENDED AND RESTATED CHINA SERVICES AGREEMENT, dated as of December 1, 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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