8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2006

BRISTOL-MYERS SQUIBB COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-1136	22-079-0350
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

345 Park Avenue

New York, NY, 10154

(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (212) 546-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On August 31, 2006, the U.S. District Court for the Southern District of New York (the “Court”) granted a preliminary injunction (the “Preliminary Injunction”) ordering Apotex Inc. and Apotex Corp. (collectively, “Apotex”) to halt sales of a generic version of clopidogrel bisulfate product that competes with PLAVIX^®. The Preliminary Injunction was obtained by Bristol-Myers Squibb Sanofi Pharmaceuticals Holding Partnership (the “Partnership”) and the other plaintiffs in Case Number 02-CV-2255 (the “Case”). The Court ordered the plaintiffs to post a bond in the amount of $400 million to provide security to Apotex should the Court conclude at the end of the patent litigation that the injunction was wrongly imposed. Bristol-Myers Squibb Company (the “Company”) arranged for the issuance, on behalf of the Partnership, of a surety bond (the “Bond”) in the amount of $200 million (the “Bond Amount”) in connection with the Preliminary Injunction. The Bond was issued pursuant to surety arrangements (the “Surety Arrangements”) with Travelers Casualty and Surety Company of America (the “Surety”), including (i) a General Contract of Indemnity dated August 17, 2006, (ii) a Registered Pledge and Master Security Agreement dated August 17, 2006, (iii) a Control Agreement dated August 18, 2006 and (iv) a Letter Agreement dated August 18, 2006. Under the Bond, the Surety undertakes to pay, in an amount up to but not exceeding the Bond Amount, the costs and damages the Court may finally decide the defendants in the Case have incurred or suffered by reason of the Preliminary Injunction if the Court finally rules that the defendants were wrongfully enjoined or restrained.

Sanofi-aventis (“sanofi”) has also posted security with the Court in the amount of $200 million in connection with the Preliminary Injunction. Sanofi and the Company have agreed that any liability in respect of the motion for the Preliminary Injunction, the Preliminary Injunction and the posting of collateral in connection with the Preliminary Injunction will be covered by existing arrangements between sanofi and the Company that provide for sharing of certain liabilities on a 50-50 basis.

Among other things, the Surety Arrangements (i) obligate the Company to pay all premiums for each bond furnished by the Surety pursuant to the Surety Arrangements; (ii) require the Company to indemnify the Surety from all loss, cost and expense of whatever kind, including unpaid premiums, interest, court costs and counsel fees, as well as any expense incurred or sustained by reason of making any investigation which the Surety may incur or sustain as a result of or in connection with the furnishing of bonds and the assumption of obligations of the Surety of bonds (collectively, “Loss”) and reimburse the Surety for all sums paid on account of any Loss and/or to deposit with the Surety, on demand, the amount of any reserve against any Loss, (iii) secure the Company’s obligation to the Surety with respect to the Bond by $200 million in cash collateral pledged by the Company and (iv) in the event of a claim on the Bond, require the Company to satisfy its indemnity obligation to the Surety either by directing the Surety to draw upon the pledged collateral to satisfy the claim or by using its own funds to pay the claim. Under the Surety Arrangements, the Company’s obligation to indemnify the Surety is not contingent upon, and cannot be delayed by the exercise of, any rights that the Company has against sanofi under their existing sharing arrangements. In addition, the Company may be required to provide additional credit support if its senior unsecured debt rating is downgraded below A by Standard & Poor’s Ratings Group and/or A2 by Moody’s Investors Services Inc. or if either rating agency withdraws all ratings with respect to the Company’s senior unsecured debt.

The foregoing description of the Surety Arrangements is qualified in its entirety by the terms of the Surety Arrangements, copies of which are filed as Exhibits 10bb, 10cc, 10dd and 10ee to this report.

Item 2.02. Results of Operations and Financial Condition.

On September 1, 2006, the Company issued a press release announcing that it is lowering its previously disclosed full year 2006 earnings per share guidance. A copy of the press release is furnished as Exhibit 99.2 to this report and incorporated herein by reference.

Item 8.01. Other Events.

On August 31, 2006, the Company and sanofi issued a press release announcing that the Court has granted the Preliminary Injunction to the Partnership and the other plaintiffs ordering Apotex to halt its sales of a generic version of clopidogrel bisulfate product that competes with PLAVIX®. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10bb.	General Contract of Indemnity dated August 17, 2006
10cc.	Registered Pledge and Master Security Agreement dated August 17, 2006
10dd.	Control Agreement dated August 18, 2006
10ee.	Letter Agreement dated August 18, 2006
99.1	Press release of Bristol-Myers Squibb Company dated August 31, 2006
99.2	Press release of Bristol-Myers Squibb Company dated September 1, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRISTOL-MYERS SQUIBB COMPANY
Dated: September 5, 2006	By:	/s/ Sandra Leung
	Name:	Sandra Leung
	Title:	Secretary

EXHIBIT INDEX

Exhibit No.	Description
10bb.	General Contract of Indemnity dated August 17, 2006
10cc.	Registered Pledge and Master Security Agreement dated August 17, 2006
10dd.	Control Agreement dated August 18, 2006
10ee.	Letter Agreement dated August 18, 2006
99.1	Press release of Bristol-Myers Squibb Company dated August 31, 2006
99.2	Press release of Bristol-Myers Squibb Company dated September 1, 2006

EX-10.(BB)

EXHIBIT 10bb

	TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
General Contract	Hartford, Connecticut 06183
Of Indemnity (Form BR)

We, the undersigned, hereinafter referred to, individually and/or collectively, as “Indemnitors,” hereby request, have requested and/or will request TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, ST. PAUL FIRE AND MARINE INSURANCE COMPANY, any of their present or future direct or indirect parent companies, any of the respective present or future direct or indirect affiliates or subsidiaries of such companies and parent companies, and/or any of the aforementioned entities’ successors or assigns, hereinafter referred to, individually and/or collectively, as “Company,” to execute or procure bonds, undertakings, guarantees, and/or contractual obligations, including renewals and extensions thereof, whether before or after the date of this Agreement, and bonds and undertakings for which Company has obligations as a result of an asset purchase, acquisition, merger or like transaction, hereinafter referred to, individually and/or collectively, as “Bond(s).” As an inducement therefore we make the following representations of fact, promises and agreements:

REPRESENTATIONS OF FACT:

1. In the transaction of business one, some or all of the Indemnitors are required, or may desire to give such Bond(s).

2. Indemnitors have a substantial, material and beneficial interest (a) in the obtaining of Bond(s) by any of the Indemnitors and (b) in the transaction(s) for which any other Indemnitor has applied or will apply to Company for Bond(s) pursuant to this General Contract of indemnity, hereinafter referred to as “Agreement,” it is understood that the purpose of this Agreement is to induce Company to furnish Bond(s); however, Company is under no obligation to furnish Bond(s) to Indemnitors.

3. Indemnitors have the full power and authority to execute, deliver and perform this Agreement and to carry out the obligations stated herein. Indemnitors further acknowledge and agree that (a) the execution, delivery and performance of this Agreement by such Indemnitors, (b) the compliance with the terms and provisions hereof, and (c) the carrying out of the obligations contemplated herein, do not, and will not, conflict with and will not result in a breach or violation of any terms, conditions or provisions of the charter documents or bylaws of such Indemnitors, or any law, governmental rule or regulation, or any applicable order, writ, injunction, judgment or decree of any court or governmental authority against Indemnitors, or any other agreement binding upon Indemnitors, or constitute a default thereunder.

PROMISES AND AGREEMENTS: In consideration of the furnishing of any such Bond, the forbearance of cancellation of any existing Bond(s) by Company, the assumption of obligations by Company of any Bond, and for other valuable consideration, Indemnitors hereby jointly and severally promise and agree as follows:

1. To pay all premiums for each Bond, as they fall due, until Company has been provided with competent legal evidence that the Bond has been duly discharged.

2. To indemnify and exonerate Company from and against any and all loss, cost and expense of whatever kind, including unpaid premiums, interest, court costs and counsel fees, as well as any expense incurred or sustained by reason of making any investigation which it may incur or sustain as a result of or in connection with the furnishing of Bond(s), the assumption of obligations of Company of Bond(s), and/or the enforcement of this Agreement, hereinafter referred to as “Loss.” To this end Indemnitors promise:

(a) To promptly reimburse Company for all sums paid on account of such Loss and it is agreed that (1) originals or photocopies of claim drafts, or of payment records, kept in the ordinary course of business, including computer printouts, verified by affidavit, shall be prima facie evidence of the fact and amount of such Loss, and (2) Company shall be entitled to reimbursement for any and all disbursements made by it, under the belief that it was liable, or that such disbursement was necessary or expedient.

(b) To deposit with Company, on demand, the amount of any reserve against such Loss which Company is required, or deems it prudent to establish whether on account of an actual liability or one which is, or may be, asserted against it and whether or not any payment for such Loss has been made.

3. This Agreement shall apply to any and all Bond(s) furnished as follows:

(a) If Company executes the Bond(s), procures the execution of Bond(s) by other sureties, executes Bond(s) with co-sureties and/or obtains reinsurance;

(b) For or on behalf of any or all of the following:

(1) One, some or all of the Indemnitors;

(2) Any joint venture or other form of common enterprise in which Indemnitors were members at the time the Bond(s) were furnished;

(3) Any present or future affiliate and/or subsidiary of Indemnitors;

(4) Any third party at the request of Indemnitors, their subsidiaries and/or affiliates.

Page 1 of 4

4.     (a)     The validity and effect of this Agreement shall not be impaired by, and Company shall incur no liability on account of, and Indemnitors need not be notified of:

(1) Company’s failure or refusal to furnish Bond(s), including but not limited to final Bond(s) where Company has furnished a bid Bond;

(2) Company’s consent or failure to consent to changes in the terms and provisions of any Bond, or the obligation or performance secured by any Bond;

(3) The taking, failing to take, or release of security, collateral, assignment, indemnity agreements and the like, as to any Bond;

(4) The release by Company, on terms satisfactory to it, of any Indemnitors; or

(5) Information which may come to the attention of Company which affects or might affect its rights and liabilities or those of any of the Indemnitors.

(b) The validity and effect of this Agreement shall not be impaired by, and Company shall incur no liability on account of, the cancellation or termination of any Bond(s).

5.     (a)     If the Indemnitors’ Senior Unsecured rating is downgraded below A by Standard & Poor’s and/or their Senior Unsecured rating is downgraded below A2 by Moody’s Investors Service or if either rating agency withdraws all ratings in the aforementioned categories (the “Downgrade Event”), then the Indemnitors shall within 10 business days of the Downgrade Event provide Company with an irrevocable letter of credit. Said letter of credit shall be provided in form, content and by a bank acceptable to Company. The letter of credit shall be in an amount equal to 100% of all undischarged liability under all Bond(s), which liability shall be determined as of the date of the Downgrade Event. Collateral or letters of credit provided to Company prior to a Downgrade Event may be utilized to establish compliance with this provision. If the undischarged liability subsequently Increases, then it is Indemnitors’ responsibility to ensure continued compliance with the aforementioned percentages at all times.

(b) Indemnitors waive, to the fullest extent permitted by law, each and every right that they may have to contest this requirement. Indemnitors stipulate and agree that Company will not have an adequate remedy at law should Indemnitors fail to post said letter of credit and further agree as a result that Company is entitled to specific performance of this provision. Company’s failure to act to enforce its right to specific performance shall not be construed as a waiver of that right, which right may be enforced at any time at the Company’s sole discretion.

(c) Indemnitors further agree that this requirement for a letter of credit shall not limit or be deemed a waiver of the Company’s other rights, which it may exercise in its sole discretion, under this Agreement or otherwise to cancel Bond(s), to demand collateral or letters of credit, or to take any other actions Company deems necessary and/or prudent, in its sole discretion, to mitigate actual or potential Loss under any and all Bond(s) written in accordance with this Agreement. The exercise of such additional rights shall not be contingent upon the Company’s enforcement of this provision.

6. Any letter of credit to be provided to Company shall be sent via overnight delivery to the following address: St. Paul Travelers Bond Attn: Bond Finance - Collateral Processing, One Tower Square, Hartford, Connecticut 06183.

7. Indemnitors shall have no rights of Indemnity, contribution or right to seek collection of any other outstanding obligation against any other Indemnitors or their property until the obligations of the Indemnitors to Company under this Agreement have been satisfied in full.

8. Company shall have the right, in its sole discretion, (a) to deem this Agreement breached should any Indemnitors become involved in any agreement or proceeding of liquidation, receivership, bankruptcy, insolvency or creditor assignment, whether voluntarily or involuntarily, or should any Indemnitors, if an individual, die, or be convicted of a felony, become a fugitive from justice, or for any reason disappear and cannot immediately be found by Company by use of usual methods, and (b) to adjust, settle, compromise or defend any claim, demand, suit or Judgment upon any Bond(s).

9. If Company has or obtains collateral or letters of credit, Company shall not have any obligation to release collateral or letters of credit or turn over the proceeds thereof until it shall have received a written release in form and substance satisfactory to Company with respect to each and every Bond. Any collateral or letters of credit provided to Company by any Indemnitor or any third party, or the proceeds thereof, may be applied to any Loss.

10. Indemnitors also understand and agree that their obligations remain in full force and effect for any Bond(s) issued pursuant to this Agreement, notwithstanding that the entity on whose behalf Bond(s) were issued has been sold, dissolved or whose ownership has been otherwise altered in any way.

11. This Agreement shall remain in full force and effect until terminated. Indemnitors may only terminate participation in this Agreement by providing written notice to Company of Indemnitors’ Intent to terminate. Such notice shall be addressed to St. Paul Travelers Bond, Attention: Senior Vice President Commercial Surety, One Tower Square, Hartford, Connecticut 06183. Such notice of termination shall become effective thirty (30) days after Company’s receipt of the same. The obligations and liability of indemnitors giving such notice shall thereafter be limited to Bond(s) furnished before the effective date of the notice, which liability shall include any Bond(s) which were originally issued prior to the effective date of notice and renewed or otherwise extended subsequent to the notice or effective date of termination.

12. Whereas, the obligee or beneficiary under certain Bond(s) may make a demand for payment (“Demand”) against the Bond(s). When such Demand is made, Company must pay the amount of the Demand, not to exceed the penal sum of the Bond(s), as well as all necessary fees, within the time period required by the Demand. Under such Bond(s), Company, with the knowledge and consent of the Indemnitors, has expressly waived all defenses to making such payment. If the indemnitors receive notice from Company that a Demand has been made against the Bond(s) by the obligee or beneficiary, Indemnitors will, at least three (3)

Page 2 of 4

business days before payment of such Demand is due the obligee, pay Company the full amount of the Demand, which amount shall not exceed the penal sum of the Bond, as well as all necessary fees. Such payment will be made by wire transfer or otherwise in immediately available funds to the bank account specified in the notice provided to the Indemnitors by Company. The Indemnitors waive, to the fullest extent permitted by applicable law, each and every right which they may have to contest such payment. Failure to make payment to Company as herein provided shall cause the Indemnitors to be additionally liable for any and all costs and expenses, including but not limited to attorney’s fees, incurred by Company in enforcing this Agreement, together with interest on unpaid amounts due Company. Interest shall accrue, commencing the date Company pays the amount of the Demand, at 130% of the prime rate of interest in effect on December 31 of the previous calendar year as published in the Wall Street Journal. Indemnitors stipulate and agree that the Company will suffer immediate irreparable harm and will have no adequate remedy at law should Indemnitors fail to perform this obligation, and therefore Company shall be entitled to specific performance of this obligation.

13. Indemnitors hereby expressly authorize Company to access credit records and to make such pertinent inquiries as may be necessary from third party sources for underwriting purposes, claim purposes and/or debt collection. To the extent required by law, Company will, upon request, provide notice whether or not a consumer report has been requested by Company, and if so, the name and address of the consumer reporting agency furnishing the report.

14. In the event of a claim or notice of a potential claim, Company shall have the right, at all times, to free access to the books, records, and accounts of the Indemnitors for the purpose of examining the same.

15. Company may furnish copies of any and all statements, agreements, financial statements and any information which it now has or may hereafter obtain concerning Indemnitors, to other persons or companies for the purpose of procuring co-suretyship or reinsurance.

16. A duplicate or facsimile copy or electronic reproduction of the original document shall have the same force and effect as the original.

17. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

18. If any provision or portion of this Agreement shall be unenforceable, this Agreement shall not be void, but shall be construed and enforced with the same effect as though such provision or portion were omitted.

19. This Agreement is in addition to and not in lieu of any other agreements and obligations undertaken in favor of Company, whether now existing or entered into hereafter.

20. The rights and remedies afforded to Company by the terms of this Agreement can only be impaired by a written rider to this Agreement signed by an authorized employee of the Company.

21. Company’s failure to act to enforce any or all of its rights under this Agreement shall not be construed as a waiver of these rights.

22. The date of this Agreement shall be the earliest date any Indemnitor executes this Agreement.

23. Special Provisions: n/a

WE HAVE READ THIS CONTRACT OF INDEMNITY CAREFULLY. THERE ARE NO SEPARATE AGREEMENTS OR UNDERSTANDINGS WHICH IN ANY WAY LESSEN OUR OBLIGATIONS AS ABOVE SET FORTH. IN TESTIMONY HEREOF, WE THE INDEMNITORS HAVE SET OUR HANDS AND FIXED OUR SEALS AS SET FORTH BELOW.

If Indemnitor an Individual, sign below:

Instructions: Signatures of individual Indemnitors must be witnessed. Indemnitors must include their Social Security Number. All signatures must be dated with names printed or typed on the line provided.

(Witness Signature)	(Date)	(Indemnitor Signature)	(Date)
Print or Type Name:		Print or Type Name:
		SS#:

If Indemnitor a Corporation, Limited Liability Company or Partnership, sign below:

Instructions: If the entity is: 1) a corporation the secretary and an authorized officer should sign on behalf of the corporation, 2) a limited liability corporation the manager or member(s) should sign on behalf of the LLC, or 3) a partnership the partner(s) should sign on behalf of the partnership. Two signatures are required for all entities and all signatures must be notarized and dated. Please provide the entity’s federal tax identification number on the line provided.

Each of the undersigned hereby affirms to Company as follows: I am a duly authorized official of the business entity Indemnitor on whose behalf I am executing this Agreement. In such capacity I am familiar with all of the documents which set forth and establish the rights which govern the affairs, power and authority of such business entity including, to the extent applicable, the certificate or articles of incorporation, bylaws, corporate resolutions and/or partnership, operating or limited liability agreements of such business entity. Having reviewed all such applicable documents and instruments and such other facts as deemed appropriate, I hereby affirm that such

Page 3 of 4

entity has the power and authority to enter into this Agreement and that the individuals executing this Agreement on behalf of such entity are duly authorized to do so.

Bristol-Myers Squibb Company	/s/ A.R.J. BONFIELD                                                             (Seal)
(Indemnitor Name)	(First Signature)
22-0790350	A.R.J. BONFIELD                                                                 8/17/06
(Federal Tax ID)	(Print or Type Name and Title)	(Date)
	/s/ SANDRA LEUNG                                                             (Seal)
	(Second Signature)
	SANDRA LEUNG                                                                   8/17/06
	(Print or Type Name and Title)	(Date)

ACKNOWLEDGEMENT

STATE OF NEW YORK County of NEW YORK

On this 17^TH day of AUGUST, 2006, before me personally appeared ANDREW R.J. BONFIELD, known or proven to me to be the CHIEF FINANCIAL OFFICER of the entity executing the foregoing Instrument (“Entity”) and SANDRA LEUNG, known or proven to me to be the VICE PRESIDENT & SECRETARY of the Entity, and they acknowledged said instrument to be the free and voluntary act and deed of said Entity, for the uses and purposes therein mentioned and on oath slated that the seal affixed is the seal of said Entity and that it was affixed and that they executed said instrument by authority of the Entity. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my OFFICIAL SEAL the day and year first above written.

MARY PAT BOLIN

Notary Public, State of New York

No. 01BO6116346

Qualified in New York County

Commission Expires 9-27-08

/s/ MARY PAT BOLIN

(Notary Public residing at 345 PARK AVENUE, NY, NY

(Commission expires 9-27-08)

Page 4 of 4

EX-10.(CC)

EXHIBIT 10cc

COLLATERALIZED BOND SURETY PROGRAM

REGISTERED PLEDGE AND MASTER SECURITY AGREEMENT

THIS AGREEMENT (“Master Agreement”), made and entered into by and between Travelers Casualty and Surety Company of America acting on its own behalf and as Agent on behalf of its parents, subsidiaries and affiliates (the “Secured Party”) and Pledgor, as identified below, on its own behalf and as Agent on behalf of any affiliate or other entity which is a party to the Indemnity Agreements defined below (“Pledgor”). This Master Agreement shall be effective as of the date executed by the Pledgor as evidenced by the signature below, subject to the acceptance by Secured Party.

WITNESSETH:

WHEREAS, Pledgor desires Secured Party to issue an instrument or instruments of suretyship, undertakings or guarantees (“Bonds”);

WHEREAS, Secured Party desires to be adequately secured with respect to Pledgor’s obligations to Secured Party;

WHEREAS, to induce Secured Party to issue such Bonds, Pledgor has agreed, at Secured Party’s request, to make and enter into this Master Agreement;

WHEREAS, Pledgor has executed or will execute General Agreements of Indemnity and for Security; General Contracts of

Indemnity; or Applications for Bonds (“Indemnity Agreements”);

WHEREAS, Pledgor has agreed to indemnify and hold harmless Secured Party from any loss, cost or expense as a result of furnishing Bonds;

NOW, THEREFORE, in consideration for inducing Secured Party to issue such Bonds to and for the benefit of Pledgor, the receipt and sufficiency of which are hereby acknowledged, Pledgor and Secured Party hereby agree as follows:

1. Indemnity Agreements. Any and all Indemnity Agreements executed by Pledgor and its affiliates or any other entity which is party to an Indemnity Agreement executed by Pledgor are hereby incorporated into this Master Agreement by reference.

2. Pledge of Collateral. Pledgor does hereby pledge, hypothecate, assign, transfer, set over, deliver and grant to Secured Party a security interest, at any time or from time to time, in all of the Pledgor’s right, title and interest in the shares of the Smith Barney Money Funds, Inc. Cash Portfolio (such portfolio being referred to herein as the “Fund”) (which such right, title and interest is simultaneously herewith being delivered to Secured Party via a registered pledge, which is to be so noted on the books of the Fund by PFPC Global Fund Services (the Fund’s transfer agent) as evidenced by the shares of the Fund referenced on each Pledge Schedule executed, from time to time pursuant to this Master Agreement (each Pledge Schedule shall be made a part hereof, shall incorporate therein all of the terms, and conditions of this Master Agreement and shall contain such additional terms and conditions as Pledgor and Secured Party shall agree upon) together with any and all other securities, cash or other property at any time and from time to time receivable or otherwise distributed in respect of or in exchange for or redemption of or liquidation of any or all of Pledgor’s interest in such Fund, and together with the proceeds thereof and such other property, rights and assets as may be pledged from time to time hereunder, (hereinafter said property being collectively referred to as the “Collateral”), all as security for the payment and performance when due of any and all duties, debts, liabilities and obligations of Pledgor (either directly, as maker, or indirectly, as guarantor, surety, endorser or otherwise) to Secured Party, whether now or hereafter existing, howsoever arising or incurred or evidenced including specifically, but without limitation, the “Obligations” defined in the Indemnity Agreements and Bonds (hereinafter collectively called the “Obligations”) and the obligations and liabilities created herein, including the reimbursement of expenses as described in Section 13 hereof.

3. Holding of Collateral and Rights. Pledgor acknowledges and agrees that Secured Party shall hold the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto forever, subject, however, to return of the Collateral (or such portion thereof as may be existing from time to time hereafter after giving effect to the terms hereof) by Secured Party to Pledgor upon (a) payment in full of all outstanding Obligations and (b) termination of all Obligations of Pledgor (past, present or future) evidenced by releases of all liabilities under or pursuant to the Bonds satisfactory to Secured Party.

4. Additions to Collateral. Pledgor further acknowledges and agrees that, at any time or from time to time hereafter, should the market value or marketability of said Collateral, as determined by Secured Party, be reduced or impaired by an aggregate amount deemed material by Secured Party, or should the value of the Collateral be reduced by any redemption or series of redemptions to pay outstanding Obligations or to reimburse the Secured Party as required or permitted under or pursuant to the Bonds, then, at the option of Secured Party, the Secured Party may require that Pledgor pledge additional mutual fund shares or like property or other liquid assets to Secured Party in order to replenish or replace such loss in market value or marketability or decrease in value due to redemption and, in such event, within 30 days after Pledgor’s receipt of notice of such request, Pledgor shall deliver such additional Collateral to Secured Party in form acceptable to Secured Party together with such documents, instruments and agreements as Secured Party may request in connection therewith to evidence, effect and perfect such pledge.

Pledgor may, at any time, and for any reason, pledge and deliver additional Collateral to Secured Party together with all documents, instruments and agreements necessary to evidence, effect and perfect such pledge.

-1-

5. Representations and Warranties. In order to induce Secured Party to accept this Master Agreement, Pledger hereby represents and warrants to Secured Party with respect to this Master Agreement and each Pledge Schedule executed hereunder:

(1) that Pledgor has the complete and unconditional authority to pledge the Collateral, holds (or will hold on date of pledge thereof) the Collateral free and clear of any and all liens, charges, encumbrances and security interests thereon (other than in favor of Secured Party), has (or will have on the date of pledge thereof) good right, title and legal authority to pledge the Collateral in the manner contemplated herein and that the execution and performance of this Master Agreement and each Pledge Schedule constitutes authorized, legal, valid and binding acts of Pledgor enforceable in accordance with their-respective terms as evidenced (should Secured Party so request) by a certificate of incumbency for the individual executing this Master Agreement or any Pledge Schedule; and

(2) that no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body having jurisdiction over the assets, affairs or business of Pledgor is required either

(i) for the pledge by Pledgor, of the Collateral pursuant to this Master Agreement or any Pledge Schedule or for the execution, delivery or performance of this Master Agreement or any Pledge Schedule by Pledgor, or

(ii) for the exercise by Secured Party of the voting or other rights provided for in this Master Agreement or the remedies in respect of the Collateral pursuant to this Master Agreement.

6. Further Assurances. Pledgor agrees that at any time and from time to time, at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments and documents, and take all further action that Secured Party may reasonably request, in order to perfect and protect the security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights, powers and remedies hereunder with respect to any Collateral.

7. Name in Which Collateral Held. Pledgor further acknowledges and agrees that Secured Party upon taking possession of the Collateral, may hold any of the Collateral in its own name, endorsed, registered or assigned in blank or in the name of any nominee or nominees.

8. Voting Rights; Dividends; Etc.

(a) So long as no Event of Default (as defined in Section 11 hereof) shall have occurred and be continuing:

(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not prohibited by the terms of this Master Agreement; provided, however, that following request therefor by Secured Party, Pledgor shall not exercise or, as the case may be, shall not refrain from exercising any such right if such action or failure to act would have a material adverse effect on the value of the Collateral or any part thereof; and, provided further, that Pledgor shall give Secured Party at least ten days’ written notice of the manner in which it intends to exercise or fail to exercise any such right.

(ii) Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to clause (i) above.

(iii) Pledgor shall be credited with any cash dividends, interest or any other distribution of property paid, payable or otherwise distributed in cash in respect of the Collateral other than by way of redemption or liquidation of such Collateral.

(b) Upon the occurrence and during the continuance of an Event of Default:

(i) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 8(a) hereof shall cease, and all such rights shall thereupon became vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; provided, however, Pledgor shall continue to have the rights to exercise such voting and other consensual rights notwithstanding the occurrence and continuance of an Event of Default until Secured Party delivers a notice to Pledgor of its intention to exercise such voting and other consensual rights.

                        (ii) All rights of Pledgor to receive credit for cash dividends, interest, or other distributions in cash pursuant to Section 8(a) hereof shall cease and all rights to dividends, interest and other distributions shall thereupon be vested in Secured Party, who shall thereupon have the sole right to receive and hold as Collateral such dividends, interest and other distributions, or to direct that all such dividends, interest and other distributions shall be reinvested in additional shares of the Fund, all of which shall become additional Collateral. All dividends, interest and other distributions which are received by Pledgor contrary to these provisions shall be received in trust for the benefit of Secured Party, shall be segregated from other property or funds of Pledgor and shall be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement or registrations on the books of the Fund’s transfer agent).

        9. Secured Party Appointed Attorney-in-Fact. Pledgor hereby irrevocably appoints Secured Party as Pledgor’s attorney-in-fact upon and as of the happening of an Event of Default, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time in Secured Party’s discretion, to take any action and to execute any instrument which Secured Party may deem reasonably necessary or advisable to accomplish the purposes of this Master Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any dividend or interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same, when and to the extent permitted by this Master Agreement.

-2-

10. Secured Party May Perform. If Pledgor fails to perform any agreement, obligation or responsibility contained herein, Secured Party may itself perform, or cause performance of, such agreement, obligation or responsibility, and the expenses of Secured Party incurred in connection therewith shall be payable by Pledgor under Section 13 hereof.

11. Events of Default. The following shall constitute “Events of Default” hereunder:

(a) Any default under any Bonds or any default under any Indemnity Agreements;

(b) Pledgor assigns, attempts to encumber, subjects to further pledge or security interest, sells, transfers or otherwise disposes of any of the Collateral without the prior written consent of Secured Party;

(c) Pledgor fails to respond to any demand by Secured Party or to reimburse Secured Party pursuant to the terms of any Indemnity Agreements or Bonds for amounts paid out by Secured Party on behalf of Pledgor;

(d) Pledgor fails to perform any covenant or agreement set forth herein, or in any document, instrument or agreement evidencing, securing, guaranteeing or pertaining to any of the Obligations, including the Bonds;

(e) Any default occurs, and is not cured within any applicable cure or grace period, with respect to any document, instrument or agreement evidencing, securing, guaranteeing or pertaining to any of the Obligations, including the Bonds, whether or not due to any default by Pledgor;

(f) Any representation or warranty made by Pledgor in this Agreement is false or misleading in any material respect;

(g) A receiver, liquidator, custodian or trustee of Pledgor, or of all or any of the property of Pledgor, is appointed by court order and such order remains in effect for more than thirty (30) days; or an order for relief is entered with respect to Pledgor or Pledgor is adjudicated a bankrupt or insolvent, or any of the property of Pledgor is sequestered by court order and such order remains in effect for more than thirty (30) days; or a petition is filed against Pledgor under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after such filing;

(h) Pledgor files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under any such law; or

(i) Pledgor makes an assignment for the benefit of its creditors, or admits in writing its inability, or fails, to pay its debts generally as they become due, or consents to the appointment of a receiver, liquidator or trustee of the Pledgor, or of all or any part of the property of Pledgor.

12. Remedies. If any Event of Default shall have occurred and be continuing:

(a) Secured Party may exercise (in compliance with all applicable securities laws) in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time, and Secured Party may also, without notice except as specified below, sell the Collateral or any part thereof by redemption of all or any number of the shares of the Fund. To the extent such redemption is deemed a sale with respect to which notice shall be required by law, Secured Party shall give Pledgor at least five days’ notice of the time after which any private sale is to be made, which Pledgor agrees shall constitute reasonable notification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Pledgor agrees that any redemption of the shares by Secured Party shall be deemed to be a commercially reasonable sale under the New York Uniform Commercial Code. As an alternative to exercising the power of sale and redemption herein conferred upon it, Secured Party may proceed by a suit or suits at law or in equity to foreclose the security interest granted under this Agreement and to sell or redeem the Collateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction.

(b) Any cash held by Secured Party as Collateral and all cash proceeds and any income or interest from said cash proceeds received by Secured Party in respect of any sale of, collection from, redemption of or other realization upon or any part of the Collateral following the occurrence of an Event of Default may, in the discretion of Secured Party, be held by Secured Party as collateral for, and then and/or at any time thereafter applied against, all or any part of the Obligations, in such order of application as Secured Party shall select.

(c) Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all outstanding Obligations and the termination of all Obligations of the Secured Party (past, present or future) under or pursuant to the Bonds evidenced by releases of all liabilities under or pursuant to Bonds satisfactory to Secured Party, shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

        13. Expenses. Pledgor will upon demand pay to Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which Secured Party may incur in connection with (1) the administration of this Agreement, (2) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (3) the exercise or enforcement of any of the rights of Secured Party hereunder, or (4) the failure by Pledgor to perform or observe any of the provisions hereof.

-3-

14. Security Interest Absolute. All rights of Secured Party hereunder, the security interest granted to Secured Party hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of any of the following circumstances, acts, events, or occurrences, and Pledgor expressly consents to the occurrence of any of such events and waives any defense arising therefrom:

(a) any lack of validity or enforceability of the Bonds or any other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Bonds any other agreement or instrument relating thereto;

(c) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Obligations or in respect of this Master Agreement.

15. Amendments, Etc. No amendment or waiver of any provision of this Master Agreement nor consent to any departure by Pledgor herefrom shall in any event be effective unless the same shall be in writing and signed by Secured Party and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

16. No Waiver, Cumulative Remedies. No failure on the part of Secured Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by Secured Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder arc cumulative and are not exclusive of any other remedies provided by law.

17. Severability. If any provision of any of this Master Agreement or the application thereof to any party hereto or circumstances shall be invalid or unenforceable to any extent, the remainder of this Master Agreement and the application of such provisions to any other party thereto or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

18. Interpretation. No provision of this Master Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or dictated such provision.

19. Jurisdiction. Pledgor agrees that any legal action or proceeding with respect to this Master Agreement may be brought in the state or federal courts of the State of New York, all as Secured Party may elect. By execution of this Master Agreement, Pledgor hereby submits to each such jurisdiction, hereby expressly waiving whatever rights may correspond to it by reason of its present or future domicile. Nothing herein shall affect the right of Secured Party to commence legal proceedings or otherwise proceed against Pledgor in any other jurisdiction or to serve process in any manner permitted or required by law. In furtherance of the foregoing, Pledgor hereby appoints the Secretary of State of the State of New York as its agent for service of process.

20. Acceptance. This Master Agreement shall not become effective unless and until delivered to Secured Party at its principal office in Hartford, Connecticut, and accepted in writing by Secured Party thereafter at such office as evidenced by its execution hereof (notice of which delivery and acceptance are hereby waived by Pledgor).

21. Governing Law. This Master Agreement shall be governed by and construed in accordance with the laws of the State of New York and shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.

22. Notices. All notices, requests and demands to or upon the respective parties hereto shall be deemed to have been given or made when personally delivered or deposited in the mail, registered or certified mail, postage prepaid, addressed as follows or to such other address as may be designated hereafter in writing by the respective parties hereto:

Pledgor: (Name and Address)		Secured Party:
	Bristol-Myers Squibb Company	Travelers Casualty and Surety Company of America
	345 Park Avenue	One Tower Square, Bond - 2SHS2
	New York, NY 10154	Hartford, CT 06183
Taxpayer ID#	22-0790350	Collateral Processing, National Resources
Attn:	SANDRA LEUNG, CORPORATE SECRETARY	H.O. Bond, 2SHS2
PHONE:	[omitted]	Taxpayer ID# 06-0907370

-4-

Except in cases where it is expressly provided herein or by applicable law that such notice, demand or request is not effective until received by the party to whom it is addressed.

IN WITNESS WHEREOF, I hereby execute this agreement on behalf of Pledgor as of the date set forth below.

Signed:	/s/ EDWARD M. DWYER	Signed:	/s/ TIM LUDLOW
	Bristol Myers Squibb Company		Bristol-Squibb Company
(Print name/title)	EDWARD M. DWYER VP TREASURER	(Print name/title)	TIM LUDLOW VP & Asst. Treasurer

I hereby certify that I am the duly elected and qualified (Assistant) Secretary of the corporation (“Pledgor”) that entered into the foregoing agreement (the “Master Agreement”) with Travelers; that the officer who executed the Master Agreement on behalf of the Pledgor has been duly elected and qualified as such officer; that the signature above is the genuine signature of such officer; that the Master Agreement was duly executed and delivered by the Pledgor; that its execution and delivery were properly authorized by the Board of Directors of the Pledgor; and that the Master Agreement represents a valid and binding obligation of the Pledgor.

IN WITNESS WHEREOF, I have set my hand and the seal of this Corporation this 17^th day of August, 2006.

/s/ SANDRA LEUNG

Secretary

SEAL

ACCEPTED:	TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
	By:	/s/ James L. Forshey
	Title:	James L. Forshey, Vice President
	Date:	August 18, 2006

-5-

EX-10.(DD)

EXHIBIT 10dd

CONTROL AGREEMENT

Re: Account No. Smith Barney [omitted]

Travelers Casualty & Surety Company of America, Secured Party

FBO Bristol-Myers Squibb Company

This agreement refers to the above-referenced and entitled Smith Barney Inc. (“SB”) Account (together with any substitution or replacement thereof, the “Account”) which the undersigned account holder(s) (jointly and severally if more than one) (the “Account Holder”) has instructed SB (the “Securities Intermediary”) to entitle as referenced above and hold certain of the Account Holder’s assets as set forth in Exhibit “A”. The Account Holder and the Securities Intermediary hereby acknowledge and agree that the Account is a cash securities account and is not a DVP account, a retirement account, an SB margin account or an SB linked account

The Account Holder and the Secured Party (“Secured Party”) hereby notify the Securities Intermediary that the Account Holder has granted the Secured Party a security interest in the Account, all financial assets and other items therein, all proceeds thereof and distributions in connection therewith and income received thereon (the “Collateral”) pursuant to a Collateralized Bond Surety Program Registered Pledge and Master Security Agreement dated even date herewith made by the Account Holder in favor of the Secured Party (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”). The Securities Intermediary hereby acknowledges being so notified and confirms that it has recorded such security interest on its books and records. Further, the Securities Intermediary confirms that as of the date hereof, its personnel generally responsible for maintaining records of liens or security interests with respect to cash securities accounts, have no knowledge of any restraint, security interest, lien or other adverse claim in or to the Account or any item therein; provided that the Securities Intermediary may retain a subordinated lien in connection with any obligations that Account Holder may have incurred with the Securities Intermediary. In addition, the Securities Intermediary agrees to promptly notify the Secured Party and the Account Holder in the event it receives any written notice of any lien, encumbrance or adverse claim against the Account or any of the other Collateral.

The Account Holder and Secured Party agree that the Account Holder may only instruct the Securities Intermediary to sell or purchase the types of securities for the benefit of the Portfolio, as set forth in Exhibit “B” hereinafter referred to as “Permitted Trading.”

The Account Holder and Secured Party consent and agree that, other than the instructions set forth in the preceding paragraph, the only instructions that shall be given to the Securities Intermediary in regard to or in connection with the Account shall be given by the Secured Party. The Account Holder shall not instruct the Securities Intermediary to deliver and, subject to Section 8(a)(iii) of the Security Agreement, the Securities Intermediary shall not deliver cash, securities, or proceeds from the sale of, or distributions on, such securities out of the Account.

1

Notwithstanding anything herein to the contrary, upon written notice, at any time, by the Secured Party to the Securities Intermediary (the form of such notice is hereinafter referred to as “Notice of Exclusive Control”, as set forth in “Exhibit C”) the Securities Intermediary shall not accept or honor any instructions from or on behalf of the Account Holder in respect of the Account, including but not limited to instructions relating to Permitted Trading, and shall only comply with the instructions of the Secured Party. The Securities Intermediary agrees that all property in the Account at any time shall be treated as a financial asset for purposes of the Uniform Commercial Code in effect in New York as of the date thereof.

The Account Holder hereby authorizes the Securities Intermediary to, and the Securities Intermediary shall, provide the Secured Party with a monthly statement of assets and a confirmation statement of each transaction effected in the Account after such transaction is effected. The Account Holder further authorizes the Securities Intermediary to disclose to the Secured Party such information relative to the Account, the financial assets and credit balances therein as the Secured Party may at any time request, without any reference to any further authority for, or inquiry as to the justification for, such disclosure, with it being agreed that Securities Intermediary will provide Account information to Secured Party as frequently as Secured Party may require to permit it to monitor the Collateral for compliance with the Security Agreement.

The Securities Intermediary will comply with all entitlement orders originated by the Secured Party without further action or consent by Account Holder or any other person and will (i) as frequently as requested in writing by the Secured Party, transfer all available credit balances and financial assets in the Account to such account as may be designated by the Secured Party by wire transfer, depository transfer check, automatic clearing house electronic transfer, or otherwise, as the Secured Party may direct in its sole discretion and (ii) maintain the Account and all financial assets and other items therein as the Secured Party may direct in writing from time to time (including using its best efforts to place or negotiate orders to sell securities in the Account, including but not limited to sell orders pursuant to stock powers issued in favor of the Securities Intermediary, and transferring the proceeds of sale to the Secured Party in accordance herewith), in each case until such time (if any) as the Notice of Exclusive Control is withdrawn or rescinded by the Secured Party.

Any security interest in or lien on the Account or other Collateral, as defined in this Control Agreement, granted to or otherwise obtained by the Securities Intermediary (including, without limitation, by operation of law) shall be junior and subordinate to the security interest and lien of the Secured Party in and on the Account and other Collateral, as defined in this Control Agreement, regardless of the order of perfecting any such security interest or lien, the filing or absence of filing any financing statement or the taking or failure to take any other action. The Securities Intermediary acknowledges the Secured Party’s perfected security interest in the Account and other Collateral, as defined in this Control Agreement, and agrees that, except as provided herein, it will not (i) foreclose upon, sell or otherwise dispose of the Account or any such other Collateral, or exercise any bankers’ or other lien or right of setoff or similar right in

2

connection with the Account or any such other Collateral, in each case without the prior written consent of the Secured Party or (ii) receive, accept or apply any proceeds of the Account or any such other Collateral to or on account of any indebtedness or obligation of the Account Holder to the Securities Intermediary, in each case until the Secured Party has released its security interest in the Account and any such other Collateral, provided however that nothing herein shall limit the right of the Securities Intermediary from debiting the Account in an amount equal to the amount of any deposit that the Securities Intermediary has credited to the Account that is thereafter returned to the Securities Intermediary because of insufficient funds or is otherwise unpaid. The Securities Intermediary shall neither advance margin or other credit against the Account, nor hypothecate any financial assets or other items carried in the Account, without the prior written consent of the Secured Party. The Securities Intermediary shall not agree with any other person or entity that it will comply (and the Securities Intermediary shall not comply) with any withdrawal, transfer, payment or redemption instruction, or any other entitlement order or other order, from such person or entity concerning the Account or any financial assets or other items therein, without the prior written consent of the Secured Party, and any such agreement entered into without such consent shall be null and void.

The Account Holder acknowledges and agrees that this Control Agreement constitutes written notification to the Securities Intermediary with respect to the Secured Party’s security interest in the Collateral pursuant to Articles 8 and 9 of the Uniform Commercial Code in effect in New York as of the date hereof and any applicable federal regulations for the Federal Reserve Book Entry System. The Account Holder and the Secured Party each acknowledge and agree that the Securities Intermediary shall not be held responsible for (i) any decline in the market value of the Collateral or the failure to notify the Account Holder or the Secured Party thereof or (ii) the failure to take any action with respect to the Collateral, except as expressly provided in this Control Agreement, or as instructed by the Secured Party to the Securities Intermediary in accordance with this Control Agreement (which instructions may be oral followed by written confirmation within three (3) business days), (iii) and, except as expressly provided in this Control Agreement, this Control Agreement shall not abridge any rights the Securities Intermediary otherwise may have. To the extent that any provisions of this Control Agreement conflicts with any provisions of the Account Agreements, the provisions of this Control Agreement shall control.

Except with respect to the obligations and duties expressly provided in this Control Agreement, this Control Agreement shall not impose or create any obligations or duties upon the Securities Intermediary that are greater than or in addition to the usual and customary obligations and duties, if any, of the Securities Intermediary with respect to the Account or the Account Holder. Except as expressly provided in this Control Agreement, the Securities Intermediary shall have no obligation or duty whatsoever to interpret the terms of any other agreements between the Account Holder and the Secured Party or to determine whether any default exists thereunder.

The Account Holder hereby irrevocably authorizes and instructs the Securities Intermediary to perform and comply with the terms of this Control Agreement and to the extent there is any conflict between this Control Agreement and the Account Agreements, the provisions of this Control Agreement will control. The Account Holder hereby indemnifies and holds harmless the Securities Intermediary from and against any and all claims, actions and suits

3

(whether groundless or otherwise), losses, damages, costs, expenses (including reasonable attorney’s fees) and liabilities of every nature and character arising out of or related to this Control Agreement or the transactions, contemplated hereby or any actions taken or omitted to be taken by the Securities Intermediary hereunder, including, without limitation, claims arising out of the Securities Intermediary’s failure to permit the Account Holder to withdraw funds from the Account other than in strict compliance with the terms of this Control Agreement, except to the extent directly caused by the Securities Intermediary’s negligence or willful misconduct. The Secured Party shall indemnify and hold harmless the Securities Intermediary from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including reasonable attorneys’ fees) and liabilities of every nature and character that may result by reason of the Securities Intermediary complying with instructions or requests of the Secured Party as permitted or required under this Control Agreement, except to the extent directly caused by the Securities Intermediary’s negligence or willful misconduct. The foregoing indemnifications shall survive any termination of this Control Agreement.

The Securities Intermediary may act upon any instrument or other writing believed by it in good faith to be genuine and to have been signed or presented by Secured Party. The Securities Intermediary shall not be liable in connection with the performance or non-performance of its duties hereunder, except for its own negligence or willful misconduct. The Securities Intermediary’s duties shall be determined only with reference to this Control Agreement and applicable laws, and the Securities Intermediary shall not be charged with knowledge of or any duties or responsibilities in connection with, any other document or agreement.

All notices required to be given pursuant to this Control Agreement shall be in writing and shall be delivered by hand, mailed by United States registered or certified first class mail, postage prepaid and return receipt requested, sent by overnight courier, sent via facsimile with evidence of receipt, addressed to the applicable party at its address set forth on the signature page hereto or, in each case, to such other address for notices as any of the parties to this Control Agreement shall last have furnished in writing to the other parties hereto in accordance with this paragraph. Any such notice or communication shall be deemed to have been duly given or made and to have become effective at the time of the receipt thereof by the party to which it is directed, or when delivery is duly attempted and refused.

This Control Agreement may not be amended or modified without the prior written consent of the Securities Intermediary, the Account Holder and the Secured Party. This Control Agreement shall continue in full force until the Securities Intermediary receives written notice from the Secured Party terminating this Control Agreement. Upon receipt of such notice, all obligations of the Securities Intermediary under this Control Agreement shall cease including without limitation any and all obligations hereunder with respect to the maintenance of the Account. Thereafter, the Securities Intermediary may take such steps as the Account Holder may request to vest full ownership and control of the Account in the Account Holder.

No delay or omission on the part of the Secured Party or the Securities Intermediary in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Control Agreement. No waiver of any right under this Control Agreement shall be effective unless in writing and signed by the Secured Party and the Securities Intermediary, and no waiver on one occasion shall be construed as a bar to or waiver of any such

4

right on any other occasion.

This Control Agreement and any waiver or amendment hereto may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Control Agreement may be executed and delivered by telecopier or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart.

This Control Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the conflicts of law principles thereof) and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

This Control Agreement constitutes the entire agreement, and supersedes any prior agreements, of the parties concerning its subject matter. In the event a provision of this Control Agreement is unenforceable, this agreement shall be construed to the extent possible as if the unenforceable provision were omitted.

Please indicate your agreement with the foregoing by signing below and returning this Control Agreement.

ACCOUNT HOLDER
Signature:	/s/ Edward Dwyer	/s/ SANDRA LEUNG	Date:8/16/06
Signers:	Edward Dwyer VP & Treasurer	SANDRA LEUNG VP & SECRETARY
Address:	Bristol-Myers Squibb Co., 345 Park Avenue, NY, NY 10154

SECURED PARTY
Signature	/s/ James L. Forshey	Date: August 18, 2006
Authorized Signer:	James L. Forshey, Vice President
Address:	Travelers Casualty & Surety Company of America, One Tower Square, Bond – 2SHS2, Hartford, CT 06183

Accepted and Agreed:

SMITH BARNEY INC.
By:	/s/ Rosemary M. Jones	Date: August 18, 2006
Authorized Signer:	Rosemary M. Jones , VP/Ops. Mgr.
Address:	Cityplace I, 185 Asylum Street, Floor 21, Hartford, CT 06103

5

EXHIBIT A

Bristol-Myers Squibb Company

PLEDGED COLLATERAL ACCOUNT NUMBER: [omitted]

TOTAL COLLATERAL REQUIREMENT: $200,000,000

6

EXHIBIT B

PERMITTED TRADING

List of types of securities which Account Holder is permitted to instruct the Securities Intermediary to sell or purchase.

a. Money Market Funds

b. Certificates of Deposit (CDs) or Insured, AAA-rated Auction Rate Securities

c. U.S. Treasuries

d. Government Agencies

e. Municipal Bonds: Rated AA or better

7

SAMPLE FORM ONLY - DO NOT COMPLETE UNLESS ACCOUNT HOLDER WILL BE

DENIED TRADING PRIVILEGES

EXHIBIT C

Form of Notice of Exclusive Control

                                                                                          ,             

Smith Barney Inc.

Attn.:

Re: Control Agreement dated [                     ]

Ladies and Gentlemen:

Reference is made to the Control Agreement dated                          (the “Agreement”; capitalized terms used herein shall have the meanings assigned thereto in the Agreement) among you, us and                                                           (the “Account Holder”). This letter constitutes a Notice of Exclusive Control under the Agreement.

Effective today and continuing until we shall authorize you in writing to do otherwise, you shall no longer accept or honor any instructions from or on behalf of the Account Holder in respect of the Account or any financial assets or credit balances in the Account including but limited to instruction relating to Permitted Trading and, instead, shall only accept and honor our instructions, as further provided in the Agreement.

Very truly yours,

By:

(SECURED PARTY)

Name:

Title:

8

EX-10.(EE)

EXHIBIT 10ee

Christopher C. Perry Account Executive Travelers Bond 499 Thomall Street, 3^rd Floor Edison, NJ 08837-2238 Phone: [omitted] Fax: [omitted] E-mail: [omitted]

August 18, 2006

David Stryker

Bristol-Myers Squibb Company

345 Park Avenue

New York, NY 10154

Dear Mr. Stryker:

As an inducement for and in consideration of furnishing preliminary injunction bond(s) on or about August 18, 2006 and thereafter, Travelers Casualty and Surety Company of America, for itself and on behalf of Company, as defined below, hereby requests that the Bristol-Myers Squibb Company acknowledge and agree to the following:

Bristol-Myers Squibb Company (or “Indemnitor”) executed a General Contract of Indemnity on August 14, 2006 (“GCI”) in favor of Travelers Casualty and Surety Company of America and its parents, affiliates and subsidiaries as defined in the GCI (“Company”) in connection with the issuance of preliminary injunction bond(s).

As evidenced by our signature below, Indemnitor hereby requests that Company issue preliminary injunction bond(s) on or about August 18, 2006 and thereafter on behalf of one of the plaintiffs, Bristol-Myers Squibb Sanofi Pharmaceuticals Holding Partnership, in Case Number 02-CV-2255 filed in the United States District Court for the Southern District of New York (this bond and including any renewals, amendments or replacements of the bond “Requested Bond(s)” ).

Indemnitor hereby acknowledges and agrees that it has a substantial, material and beneficial interest in the Requested Bond(s) and the GCI shall apply to the Requested Bond(s) and the Requested Bond(s) shall be deemed to be included within the definition of “Bond(s)” as set forth in the GCI and shall form part of the obligations owed by Indemnitor to Company pursuant to the GCI.

Indemnitor understands that at any time, either in advance of a claim or upon presentment of a claim, Indemnitor may request that Company satisfy any amount due under the Requested Bond(s) directly with the pledged collateral it holds as security (“Collateral”). Indemnitor agrees that in the event Company is presented with a claim up to the full amount of the Requested Bond(s), Indemnitor will promptly discharge its indemnity obligations either by directing Company to draw upon the Collateral to satisfy

the claim or by using its own funds to pay the claim and in the event Indemnitor fails to do so, Company will draw upon the Collateral and satisfy the Bond(s) obligations.

Indemnitor agrees to fulfill its indemnity obligations to Company notwithstanding the existence of other individual Bond(s)s or other security that may be posted with the court in connection with this case. Indemnitors agree that the GCI is the individual obligation of Indemnitor to Company and payment under the GCI is in no way contingent upon nor shall it be delayed by Indemnitor’s rights to contribution, reimbursement or collection from any joint venture, partner, affiliate, subsidiary or any third party. Further, Indemnitor shall not require Company to seek contribution from any other surety, any third party or other form of security deposited with the court to secure the preliminary injunction, other than the Collateral, prior to Indemnitor discharging its indemnity obligations to Company.

By signing below, Indemnitor agrees to and acknowledges the above. The undersigned represents and warrants that he or she is duly authorized to bind the Indemnitor to this agreement.

Sincerely,

/s/ Christopher Perry

Christopher Perry

Travelers Casualty and Surety Company of America

BRISTOL-MYERS SQUIBB COMPANY acknowledges and agrees to the above.

/s/ David Stryker
Signature
By:	/s/ David Stryker
Title:	Asst. Treasurer
Date:	8/l8/2006

Page 2

EX-99.1

Exhibit 99.1

MEDIA
Jean-Marc Podvin	Tony Plohoros
33-1-53-77-42-43	609-252-7938
jean-marc.podvin@sanofi-aventis.com	tony.plohoros@bms.com
INVESTORS
Sanjay Gupta	John Elicker
33-1-53-77-45-45	212-546-3775
sanjay.gupta@sanofi-aventis.com	john.elicker@bms.com

PRELIMINARY INJUNCTION ORDERED IN PLAVIX^® PATENT

INFRINGEMENT CASE

APOTEX TO HALT SALES OF UNAUTHORIZED GENERIC

Paris, France and New York, New York (August 31, 2006) - Sanofi-aventis (Paris Bourse: EURONEXT: SAN; and New York: NYSE: SNY) and Bristol-Myers Squibb (New York: NYSE: BMY) (the “companies”) today announced that the U.S. District Court for the Southern District of New York has granted a preliminary injunction ordering Apotex Inc. and Apotex Corp. (“Apotex”) to halt its sales of a generic version of clopidogrel bisulfate product that competes with PLAVIX^®. The Court, however, did not order Apotex to recall products already sold/shipped.

The order was entered in connection with the patent infringement lawsuit pending among the parties relating to the validity of a composition of matter patent for clopidogrel bisulfate. On August 8, 2006, Apotex announced that it had launched a generic version of clopidogrel bisulfate 75 mg tablets.

The Court has ordered the companies to post a bond in the amount of $400 million to provide security to Apotex should the Court conclude at the end of the patent litigation

that the injunction was wrongly imposed. The injunction will remain in effect until the pending patent infringement lawsuit is resolved.

The companies continue to believe that the Apotex generic product infringes their intellectual property rights, which are currently the subject of the pending patent litigation. The companies intend to continue to vigorously defend their patent rights against infringement. A trial has been set for January 22, 2007.

About sanofi-aventis

Sanofi-aventis is the world’s third largest pharmaceutical company, ranking number one in Europe. Backed by a world-class R&D organization, sanofi-aventis is developing leading positions in seven major therapeutic areas: cardiovascular, thrombosis, oncology, metabolic diseases, central nervous system, internal medicine, and vaccines.

About Bristol-Myers Squibb

Bristol-Myers Squibb is a global pharmaceutical and related health care products company whose mission is to extend and enhance human life.

Statements on Cautionary Factors

Sanofi-aventis

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future events, operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expect,” “anticipates,” “believes,” “intends,” “estimates,” “plans” and similar expressions. Although sanofi-aventis’ management believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are

subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of sanofi-aventis, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include risks that may arise from the Department of Justice’s criminal investigation on the Plavix^® proposed settlement with Apotex, the adverse impact of generic product distributed into the market prior to the Court’s injunction, the risks related to the launch of a generic clopidogrel bisulfate product by Apotex, the potential launch of a generic clopidogrel bisulfate product by other entities, as well as those discussed or identified in the public filings with the SEC and the AMF made by sanofi-aventis, including those listed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in sanofi-aventis’ annual report on Form 20-F for the year ended December 31, 2005. Other than as required by applicable law, sanofi-aventis does not undertake any obligation to update or revise any forward-looking information or statements.

Bristol-Myers Squibb

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements relating to goals, plans and projections regarding Bristol-Myers Squibb’s future operating performance. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. These risks and uncertainties include the outcome of the Plavix litigation, the adverse impact of generic product distributed into the market prior to the Court’s injunction, the Department of Justice’s criminal investigation and the launch of a generic clopidogrel bisulfate and the potential launch of generic clopidogrel bisulfate product by other generic companies. For further details and a discussion of these and other risks and uncertainties, see Bristol-Myers Squibb’s periodic reports, including current reports on Form 8-K, quarterly reports on Form 10-Q and those listed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the annual report on Form 10-K for the year ended December 31, 2005, furnished to and filed with the Securities and Exchange Commission. Bristol-Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

###

EX-99.2

Exhibit 99.2

Contact:	Media:	Investors:
	Tony Plohoros	John Elicker
	Communications	Investor Relations
	908-591-2839	212-546-3775
	tony.plohoros@bms.com	john.elicker@bms.com
	Laura Hortas	Blaine Davis
	Communications	Investor Relations
	609-252-4587	212-546-4631
	laura.hortas@bms.com	blaine.davis@bms.com

BRISTOL-MYERS SQUIBB LOWERS 2006 EARNINGS PER SHARE GUIDANCE

—Not less than $0.95 on a GAAP Basis and non-GAAP basis

(NEW YORK, September 1, 2006) – On August 8, 2006, Apotex Corp. (“Apotex”) announced that it was launching at risk in the United States a generic clopidogrel bisulfate product that competes with PLAVIX^®, a product marketed jointly by sanofi-aventis and Bristol-Myers Squibb (NYSE:BMY). On August 31, 2006, the U.S. District Court for the Southern District of New York granted the motion by sanofi-aventis and Bristol-Myers Squibb for a preliminary injunction, which halted sales of Apotex’s generic clopidogrel bisulfate product. Neither the amount of sales made by Apotex prior to this injunction, nor the effect of these sales on market conditions, is currently known. The Company is currently seeking to evaluate the impact of Apotex’s sales of its generic product prior to the injunction on market conditions, including whether such sales generated or resulted in quantities of generic clopidogrel bisulfate in the distribution channels that could satisfy substantially all market demand in the U.S. in 2006 and possibly into 2007.

Based on the assumption that Apotex sales of generic clopidogrel made prior to the imposition of the preliminary injunction satisfy substantially all market demand in the U.S. in 2006, Bristol-Myers Squibb is lowering its previously disclosed full year 2006 guidance for fully diluted earnings per share from continuing operations to no less than $0.95 on a GAAP basis and no less than $0.95 on an adjusted non-GAAP basis. Fully-diluted earnings per share from continuing operations on an adjusted non-

GAAP basis excludes specified items as discussed under “Use of Non-GAAP Financial Information.” The non-GAAP guidance provided above does not include other specified items, which may occur during the year such as milestone payments in connection with previously announced external development, copromotion or alliance charges and payments for in-process research and development, gains or losses from asset disposals, charges related to new transactions, charges and recoveries relating to significant legal proceedings, and restructuring activities. Details reconciling the specified items excluded from adjusted non-GAAP guidance to GAAP guidance are provided in Appendix 1 to this release.

Use of Non-GAAP Financial Information

This press release contains non-GAAP earnings per share information adjusted to exclude certain costs, expenses, gains and losses and other specified items. Among the items in GAAP earnings but excluded for purposes of determining adjusted earnings are: gains or losses from sale of businesses and product lines; from sale or write-down of equity investments and from discontinuations of operations; restructuring items that meet the requirements of SFAS 112 for severance and SFAS 146 for other exit costs; accelerated depreciation charges under SFAS 144 related to restructuring items described above; asset impairments; charges and recoveries relating to significant legal proceedings; upfront and milestone payments for in-licensing of products that have not achieved regulatory approval that are immediately expensed; copromotion or alliance charges and payments for in-process research and development which under GAAP are immediately expensed rather than amortized over the life of the agreement; income from upfront and milestone payments that is immediately recognized for out-licensing of products, including deferred income recognized upon termination; and significant tax events, including the repatriation of special dividends pursuant to the AJCA. This information is intended to enhance an investor’s overall understanding of the company’s past financial performance and prospects for the future. For example, non-GAAP earnings per share information is an indication of the company’s baseline performance before items that are considered by the company to be not reflective of the company’s operational results. In addition, this information is among the primary indicators the company uses as a basis for evaluating company performance, allocating resources, setting incentive compensation targets, and planning and forecasting of future periods. This information is not intended to be considered in isolation or as a substitute for diluted earnings per share prepared in accordance with GAAP.

2

Bristol-Myers Squibb is a global pharmaceutical and related health care products company whose mission is to extend and enhance human life.

###

Statement on Cautionary Factors

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements relating to goals, plans and projections regarding the company’s financial position. These statements may be identified by the fact that they use words such as “anticipate,” “estimates,” “expect,” “guidance,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. These factors include, among other things, market factors, competitive product development, pricing controls and pressures (including changes in rules and practices of managed care groups and institutional and governmental purchasers), economic conditions such as interest rate and currency exchange rate fluctuations, judicial decisions and governmental laws and regulations related to Medicare, Medicaid and healthcare reform, pharmaceutical rebates and reimbursement, claims and concerns that may arise regarding the safety and efficacy of in-line products and product candidates, changes to wholesaler inventory levels, changes in, and interpretation of, governmental regulations and legislation affecting domestic or foreign operations, including tax obligations, difficulties and delays in product development, manufacturing and sales, patent positions and litigation, including the outcome of the PLAVIX(R) litigation in the U.S. and the expiration of patents on certain other products, the impact on sales from amount of generic clopidigrel bisulfate on the market, and the impact and result of governmental investigations. For further details and a discussion of these and other risks and uncertainties, see the company’s periodic reports, including current reports on Form 8-K, quarterly reports on Form 10-Q and the annual report on Form 10-K, furnished to and filed with the Securities and Exchange Commission. The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

3

Appendix 1

BRISTOL-MYERS SQUIBB COMPANY

2006 DILUTED EPS FROM CONTINUING OPERATIONS

IMPACT OF PROJECTED SPECIFIED ITEMS

	Diluted EPS Impact
Downsizing and streamlining of worldwide operations	$	0.04
Licensing and milestone payments		0.02
Gain on sale of product asset		(0.06	)
Litigation matters		0.01
Insurance recoveries		(0.01	)
Total	$	—