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): October 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

As previously announced, on September 12, 2006 Peter R. Dolan ceased to serve as Chief Executive Officer of Bristol-Myers Squibb Company (“Company”). In connection with Mr. Dolan’s departure from the Company on October 31, 2006 (the “Separation Date”), the Board of Directors of the Company, upon the recommendation of the Compensation and Management Development Committee of the Board (“Committee”), has approved certain benefits to be provided to Mr. Dolan, who has completed over 18 years of service with the Company. The benefits are reflected in a Letter, General Waiver and Release Agreement (the “Dolan Letter”) dated November 1, 2006 between Mr. Dolan and the Company and are summarized below:

Mr. Dolan will receive the following benefits to which he is entitled under the Company’s various U.S. benefit plans as an employee who is involuntarily terminated without cause and who executes a General Release:

n Under the Bristol-Myers Squibb Company Severance Plan (the “Severance Plan”), Mr. Dolan is entitled to receive a total gross cash severance of $1,237,981 (less applicable withholdings), representing 51.5 weeks of base salary. The Severance Plan provides that all U.S. full-time employees with more than five years of service who are not covered by a collective bargaining agreement and who are involuntarily terminated without cause are entitled to receive 4 weeks’ base pay, plus 2.5 weeks’ base pay for each year of service (rounded up to the next higher whole number).

n Pursuant to the Severance Plan, Mr. Dolan is entitled to receive Company-subsidized medical and dental plan benefits and Company-paid life insurance equal to one times base pay for up to 51.5 weeks following the Separation Date.

n Based on his age and years of service, Mr. Dolan attained the status of a Rule of 70 employee (i.e., his age plus years of service (rounded up to the next higher whole number) equals at least 70, and he has completed ten years of service and is not a retiree) and is therefore entitled to receive the following benefits:

o Under the Bristol-Myers Squibb Company Retirement Income Plan and from the Retirement Income Plan - Benefit Equalization Plan, Mr. Dolan will receive pension benefits with a present value of approximately $9,480,000 (valued as of November 1, 2006).

o Under the Company’s 1983, 1997 and 2002 Stock Incentive Plans, Mr. Dolan will receive: a) accelerated vesting and the remainder of the full term to exercise 763,125 stock options, constituting all options outstanding for at least one year; (b) the remainder of the

full-term to exercise 2,336,369 previously vested stock options, of which 917,654 stock options will remain subject to price appreciation exercise thresholds; c) vesting of 81,013 shares of restricted stock, constituting pro rata vesting of all restricted stock outstanding for at least one year; and d) the opportunity to receive pro rata distributions from long-term performance awards that have been outstanding for more than a year, assuming performance thresholds are met. Stock options, restricted stock and long-term performance awards that have been outstanding for less than one year will lapse and be forfeited.

o Under the Company’s medical plan, Mr. Dolan will have access to retiree medical benefits which after age 55 will be on a partially subsidized basis.

Mr. Dolan will be retained as a consultant to the Chief Executive Officer from the Separation Date through April 30, 2007. Mr. Dolan will receive a monthly fee of $50,000 under the consulting arrangement and will be reimbursed for reasonable out-of-pocket expenses incurred in connection with his performance under the arrangement.

Mr. Dolan will be eligible to receive outplacement services, not to exceed $75,000 in cost, and transition services, not to exceed $25,000 in cost.

Mr. Dolan will not receive a bonus for 2006 performance.

Additionally, under the Dolan Letter, Mr. Dolan has agreed to:

n release any claims against the Company and any affiliates and subsidiaries of the Company and their respective officers, directors, employees and agents relating to his employment at and separation from the Company;

n not compete with the Company for a period of one year and to not solicit for employment any Company employees for a period of one year following the Separation Date;

n not to advise, counsel or otherwise assist any company, entity or third-party seeking to purchase, acquire, invest in and/or gain a controlling voting interest in the Company for a period of one year following the Separation Date;

n not make use of confidential or proprietary information concerning the Company’s business and affairs;

n not disparage the Company or any of its employees, officers, directors or products for a period of three years following the Separation Date;

n cooperate and to generally make himself available in connection with any investigation or legal proceedings involving the Company or any matter that relates to his employment at the Company;

n that in the event the Board of Directors, upon the recommendation of the Committee, determines that Mr. Dolan engaged in willful misconduct or activity deemed detrimental to the interests of the Company while he was employed by the Company, that he will forfeit his right to receive severance payments and related benefits under the Dolan Letter and will promptly refund to the Company any payment or property paid prior to such determination beyond that which he otherwise would have received.

A copy of the Dolan Letter is filed with this report as Exhibit 10.1.

As previously announced on September 12, 2006, the Board of Directors appointed James M. Cornelius as Interim Chief Executive Officer of the Company. The Board of Directors of the Company, upon the recommendation of the Committee, has approved the compensation to be provided to Mr. Cornelius in connection with his appointment as Chief Executive Officer of the Company serving on an interim basis. Mr. Cornelius’ compensation is reflected in a Letter Agreement (“Cornelius Agreement”) dated October 31, 2006 between Mr. Cornelius and the Company and is summarized below:

Mr. Cornelius will receive an annual base salary of $1,250,000 to be paid in arrears on a bi-weekly basis in accordance with the Company’s standard payroll practices.

Mr. Cornelius will be entitled to receive an annual target bonus of 170% of his base salary for up to fifteen (15) months (from September 30, 2006 until December 31, 2007).

n He is guaranteed six (6) months of bonus at target if he continues to serve as Chief Executive Officer until the earlier of (i) March 31, 2007 and (ii) the date on which a successor Chief Executive Officer commences employment with the Company. In addition, Mr. Cornelius will receive the guaranteed bonus if his employment is terminated prior to March 31, 2007 (i) by the Company without Cause (as defined in the Cornelius Agreement, (ii) due to death or Disability (as defined in the 2002 Stock Incentive Plan) or (iii) in the event of a “qualified termination” of employment following Change in Control (as defined in the Company’s Executive Performance Incentive Plan (the “2007 PIP”)). The guaranteed portion of his bonus will be paid at the same time as 2007 bonuses are scheduled to be paid under 2007 PIP.

n The remaining nine (9) months of bonus are subject to the terms of the 2007 PIP, including the achievement of certain performance criteria. Such bonus, if earned, will be prorated based on the portion of the nine-month period from March 31, 2007 until December 31, 2007 that Mr. Cornelius was employed as Chief Executive Officer of the Company and will become payable if Mr. Cornelius (i) is employed as Chief Executive Officer of the Company on December 31, 2007, (ii) is terminated without Cause prior to December 31, 2007 or (iii) voluntarily resigns upon commencement of employment of a

successor Chief Executive Officer. Upon death or Disability during the period from June 15, 2007 through December 31, 2007, Mr. Cornelius will receive such bonus, if earned, as if he had been employed as Chief Executive Officer of the Company through December 31, 2007.

Under the 2002 Stock Incentive Plan, Mr. Cornelius will receive, on November 1, 2006, an option to purchase 360,000 shares of Company common stock. One-half of the option will vest on the earlier of (i) March 31, 2007 and (ii) the date on which a successor Chief Executive Officer commences employment with the Company, provided Mr. Cornelius was employed as Chief Executive Officer of the Company on March 31, 2007 or immediately prior to the commencement of a successor Chief Executive Officer, as the case may be. An additional 1/12 will vest at the end of each additional full month of continued employment as Chief Executive Officer after March 31, 2007. If Mr. Cornelius’ employment terminates prior to the full vesting of the option, the Committee, in its sole discretion, will accelerate all or a portion of the remaining unvested options based upon evaluation of the performance of Mr. Cornelius and the Company during his service as Chief Executive Officer. The option will be subject to the standard stock appreciation requirements of the stock option grant for senior executives of the Company. Mr. Cornelius will have the remainder of the term to exercise any vested portion of the option.

Mr. Cornelius will have use of a leased apartment in New York City having a monthly cost of $25,500 plus utilities and, for security reasons, the use of the Company aircraft for all travel (subject to maximum cost limitations with regard to personal and commuting use) and the use of a car and driver. Use of the aircraft and car and driver will be grossed up for income tax purposes, but the use of the apartment will not be grossed up.

Mr. Cornelius will be entitled to the following benefits upon a Change in Control of the Company and the termination of his employment: (i) pro rata payment of the higher of target and projected bonus, (ii) full vesting of options and (iii) a gross up on the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, subject to cutback in certain circumstances.

A copy of the Cornelius Agreement is filed with this report as Exhibit 10.2.

Item 8.01. Other Events

As previously announced, on September 12, 2006, Richard K. Willard ceased to serve as Senior Vice President and General Counsel of the Company. In connection with Mr. Willard’s departure from the Company on September 28, 2006, he became entitled to certain severance payments under his original offer letter. The severance payments are set forth in a Letter, General Waiver and Release Agreement (“Willard Letter”) dated November 3, 2006 between Mr. Willard and the Company. As required pursuant to his original offer letter, Mr. Willard will receive a total gross cash severance of $1,428,000 (less applicable withholdings), representing two times his base salary. Mr. Willard will not receive a bonus for 2006 performance and all stock options, restricted stock and long-term performance awards have lapsed and are forfeited. In addition, the Willard Letter provides for a release by Mr. Willard of any claims against the Company and any affiliates and subsidiaries of the Company and their respective officers, directors, employees and agents relating to his employment at and separation from the Company and an agreement by Mr. Willard to cooperate and to generally make himself available in connection with any investigation or legal proceedings involving the Company any or any matter that relates to his employment at the Company.

Item 9.01. Financial Statement and Exhibits

Exhibit No.             Description

10.1	Letter, General Waiver and Release Agreement, effective November 1, 2006 between Peter R. Dolan and the Company.
10.2	Letter Agreement, dated October 31, 2006 between James M. Cornelius and the Company.

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: November 3, 2006	By:	/s/ Sandra Leung
	Name:     Sandra Leung
	Title:       Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter, General Waiver and Release Agreement, effective November 1, 2006 between Peter R. Dolan and the Company.
10.2	Letter Agreement, dated October 31, 2006 between James M. Cornelius and the Company.

EX-10.1

Exhibit 10.1

Bristol-Myers Squibb Company

    345 Park Avenue New York, NY 10154-0037 212 546-3138

E-mail: steve.bear@bms.com                

        Stephen E. Bear

    Senior Vice President

        Human Resources

October 30, 2006

Mr. Peter Dolan

c/o Bristol-Myers Squibb Company

345 Park Avenue

New York, New York 10154

Dear Peter:

Effective September 12, 2006 you ceased to serve as Chief Executive Officer, Bristol-Myers Squibb Company and as an officer or director of it and/or any of its subsidiaries (collectively, the “Company”) as well as a fiduciary of any of its benefit plans. Your employment with the Company will terminate on October 31, 2006 (“Separation Date”). As of the Separation Date, to the extent that you have not previously ceased to do so, you shall cease to be the Company’s representative to any industry organization. You shall provide the Company or any such organization with such resignation with regard thereto as requested by the Chief Executive Officer. This will confirm that your current base salary of $1,250,000.00 per year will continue to be paid in normal biweekly pay intervals (less applicable withholdings and deductions) until your Separation Date. During the term of your employment under this Letter Agreement, you will remain an active at will full-time employee of the Company, subject to the terms contained herein, and will continue to receive the benefits for which you are eligible and enrolled on that basis up to your Separation Date. Your responsibilities will be as a senior advisor to the Chief Executive Officer primarily focusing on transition issues.

If you agree to enter into this Letter Agreement, subject to all of the following terms and conditions, you will be provided with the following compensation and benefits:

1. Separation Payment & Related Benefits. Subject to your signing this Letter Agreement and, no earlier than your Separation Date, signing the release agreement attached hereto as Exhibit A, and they becoming effective as set forth in paragraph 28 of the Letter Agreement and the last paragraph of Exhibit A hereto (the “Effective Date” as defined in paragraph 28) and subject to paragraphs 15 and 17 below:

(a) Pursuant to the Company’s Severance Plan, you will receive severance pay in the total gross amount of $1,237,981.00, (which is equal to 51.5 weeks of your base salary), less applicable withholdings and deductions, to be paid at regular payroll intervals according to your current pay schedule (the “Severance Pay Period”); provided that any amounts payable prior to May 1, 2007 shall accrue interest in accordance with the provisions of paragraph 6(d) hereof and be payable on the first

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business day of May 2007. Any remaining payments due on or after May 1, 2007 will be paid at regular payroll intervals and will be so paid notwithstanding your commencement of other employment.

(b) Pursuant to the Company’s Severance Plan, you will be eligible to receive Company-subsidized medical and dental plan benefits (provided you timely elect COBRA) and Company-paid life insurance equal to one times base pay for up to 51.5 weeks following your Separation Date (the “Benefit Continuation”). During this period you will not be an employee of the Company and will not be entitled to any other payment or benefits not specifically provided for in this Letter Agreement. If you obtain employment, including but not limited to self-employment, outside the Company or otherwise provide services to a person or entity prior to the end of the Severance Pay Period (collectively, “Other Employment”), your Benefits Continuation will cease as of the date you begin Other Employment outside the Company; provided, however, that the providing of consulting services to the Company shall not cause the termination of the Benefits Continuation. Benefits Continuation is contingent on your making all the required contributions for similarly situated executives and is subject to the terms and conditions of the applicable benefit plans as they exist or may change for similarly situated executives from time to time and in accordance with applicable law. Such coverage period shall be counted against your COBRA coverage period.

(c) You will be eligible in accordance with the terms of the applicable plans for enhanced benefits based on the Rule of 70, which terms, subject to the terms of this Letter Agreement, you will satisfy. Under the Rule of 70, if your age and service with the Company exceed 69 (which the parties acknowledge is the fact) and you satisfy the other Rule of 70 requirements including, but not limited to, the release requirements referred to above and the non-cause basis of your termination, you are entitled to additional pension and retiree health benefits and additional vesting of, and exercise period for, equity grants as follows (which summary shall be subject to the specific terms of the applicable plan):

(i) Enhanced Pension Benefits. You will be eligible to receive enhanced benefits from the Bristol-Myers Squibb Company Retirement Income Plan (“Retirement Income Plan”) and from the Retirement Income Plan - Benefit Equalization Plan in accordance with the terms of such plans. Notwithstanding the foregoing, any benefit that would be paid to you from any non-qualified pension or profit-sharing plan prior to May 1, 2007 that was not accrued and vested on December 31, 2004 (and not modified thereafter) shall accrue and be paid to you on the first business day of May 2007.

(ii) Retiree Medical Benefits. You will have the opportunity to continue medical coverage beyond the Severance Pay Period. During the period that you have no other coverage available to you (e.g., as an employee or retiree of another

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employer, as a dependent under the coverage available from your spouse’s employer), such benefits shall be provided to you on an unsubsidized basis plus a 2% administrative fee until age 55, and thereafter, on a partially subsidized basis in accordance with the plan terms. The cost of retiree medical coverage is based on your years of service with the Company as of your termination date and your current age. Under the Retiree Medical Plan if you are eligible to enroll in Medicare coverage, Medicare will be your primary coverage and the Company plan will be secondary whether or not you actually enroll in Medicare. The Company reserves the right to amend, suspend or terminate its Retiree Medical Plan (and your rights with regard thereto), in whole or in part, any time in its sole and absolute discretion; provided that you shall not be treated differently than other similarly situated employees.

(iii) Long-Term Performance Award Plan. You will continue to participate in the Long-Term Performance Award Plan (“LTPAP”) through your Separation Date, including the 2004-2006 performance cycle. The award for the 2004-2006 performance cycle is payable in March 2007 (but pursuant to paragraph 6 hereof, will not be paid until the first business day of May 2007), and, assuming an October 31, 2006 Separation Date, you will be eligible for a pro-rata payment based on thirty-four (34) months of participation. The award for the 2005-2007 performance cycle is payable in March 2008, and, assuming an October 31, 2006 Separation Date, you will be eligible for a pro-rata payment based on twenty-two (22) months of participation. Your participation in the 2006-2008 LTPAP performance cycle will lapse. As with all other eligible executives, your ultimate payout under the plan will be based on the Company’s performance against targets as certified by the Compensation and Management Development Committee of the Board of Directors and any and all awards are subject to the terms of the LTPAP. As of the date of this Letter Agreement, you will not be eligible to receive any additional LTPAP awards.

(iv) Vesting of Stock Options. As of the date of this Letter Agreement, you will not be eligible for additional stock option grants through your Separation Date. Any Bristol-Myers Squibb Company stock options granted to you prior to the date of this Letter Agreement will continue to vest in accordance with the terms of the applicable plans during the period of your employment with the Company. All stock options granted to you will be subject to the terms and conditions of the Bristol-Myers Squibb Company 1983 Stock Option Plan, the Bristol-Myers Squibb Company 1997 Stock Incentive Plan and the Bristol-Myers Squibb Company 2002 Stock Incentive Plan. Effective upon your Separation Date, any stock options granted to you by the Company and outstanding for one year will become fully vested, and you will have the full term from the time of the grant in order to exercise all awards (subject to termination based on the applicable plan provisions other than those related to termination of employment). For stock options subject to a share price

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appreciation threshold, that threshold will remain in effect. All other stock options shall expire on the Separation Date.

(v) Restricted Stock. Prior to the additional vesting under the Rule of 70 as set forth in the next sentence, on the Separation Date, you will have 325,378 unvested shares from the restricted stock awards you received on December 5, 2000 (26,291 shares vested; 52,583 shares unvested), March 6, 2001 (8,763 vested; 17,528 shares unvested), September 10, 2003 (33,333 shares vested; 66,667 shares unvested); March 2, 2004 (0 shares vested; 88,600 unvested), and March 1, 2005 (0 shares vested; 100,000 shares unvested). Under the Rule of 70, as of the Separation Date, 81,013 shares of restricted stock shall become vested (which shall consist of 23,748 shares from your 2000 award, 7,917 shares from your 2001 award, 4,660 shares from your 2003 award, 26,199 shares from your 2004 award, and 18,489 shares from your 2005 award), and any remaining shares will be forfeited. These awards are subject to the terms and conditions of the applicable Restricted Stock Award Agreements and the applicable equity plans under which such awards were granted.

(d) At the Company’s expense, you will be eligible for outplacement services to be provided by an outplacement services firm mutually acceptable to you and the Company in an amount of up to $75,000. In addition, the Company shall pay, or reimburse you, for up to an additional $25,000 for other transition services selected by you upon presentation of documentation in accordance with the Company’s customary practices; provided that no payment or reimbursement for such transition services shall occur until the first business day of May 2007.

2. Waiver of Other Benefits. You acknowledge that, by entering into this Letter Agreement, except as set forth herein, you are waiving all benefits for which you would be otherwise eligible under the terms of any existing Company severance plan or policy, or any separate agreement provided to you by the Company, including the Change in Control Agreement effective January 1, 2006; provided that you shall remain entitled to the benefits under Sections 4(c) and 4(d) (only as it relates to Section 4(c)) of the Change in Control Agreement with regard to excise tax gross up payments in connection with a change in control of the Company. You further acknowledge and agree that the total payments and benefits set forth herein are in excess of any payments and benefits that you might otherwise be eligible to receive and are valuable consideration for you to enter into this Letter Agreement.

3. 2006 Awards. You shall forfeit all of your rights to the stock option and restricted awards granted to you in 2006 as of the Separation Date, you will not receive a 2006 bonus payment under the Performance Incentive Plan, and your participation in the 2006-2008 LTPAP performance cycle will lapse.

4. Perquisites. Your use of Company aircraft, chauffeur services and security, and your entitlement to any other executive perquisites received during your employment with the

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Company will cease as of your Separation Date to the extent not otherwise ceased prior thereto.

5. Consulting Agreement. You will be retained as a consultant to the Chief Executive Officer of the Company from your Separation Date through April 30, 2007 in accordance with the consulting agreement set forth as Exhibit B hereto (the “Consulting Agreement”) at the monthly fee of fifty thousand dollars ($50,000), provided that any payments that would be due prior to May 1, 2007 shall be paid to you on the first business day of May 2007.

6. Internal Revenue, Code Section 409A.

(a) The intent of the parties is that payments and benefits under this Letter Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Letter Agreement shall be interpreted to be in compliance therewith. If you notify the Company (with specificity as to the reason therefore) that you believe that any provision of this Letter Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with you, reform such provision to try to comply with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A.

(b) Notwithstanding any provision to the contrary in this Letter Agreement and subject to subsection (c), if you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence of this subsection (b)) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is defined under Code Section 409A) or (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Letter Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be

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delayed if the premiums therefore were paid by you, you shall pay the full cost of premiums for such welfare benefits during the Delay Period and the Company shall pay you an amount equal to the amount of such premiums paid by you during the Delay Period promptly after its conclusion.

(c) In no event whatsoever (as a result of paragraph 6(a) or paragraph 6(b) above or otherwise) shall the Company be liable for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A or (a) or (b) above.

(d) You shall be entitled to interest at a simple interest rate of 5.5% on or in respect of the banked vacation days payment under paragraph 7 hereof and the amounts payable under paragraph l(a) hereof that are delayed pursuant to this paragraph 6. Such interest shall accrue as of the date such amounts would have been payable had such delay not been applicable and shall be paid at the same time as such delayed amounts are actually paid to you.

7. Accrued Obligations. Promptly after the Separation Date, you will be paid for accrued, unused vacation days (other than banked vacation days), if any, based on your base salary in effect as of your Separation Date, plus any accrued but unpaid base salary and any unreimbursed business expenses entitled to reimbursement in accordance with Company policies. Your banked vacation days (amounting to $144,230.77) will be paid to you with interest in accordance with the provisions of paragraph 6(d) hereof on the first business day of May 2007.

8. Other Company Property. On or before your Separation Date you agree to use your best efforts to return or proffer to the Company all property in your possession belonging to the Company or its affiliates (including, but not limited to any Company laptop or computers, and other equipment, documents and property belonging to the Company); provided, however, that, if after a diligent search, you in good faith are not aware of Company property in your possession, you will promptly return or proffer to the Company such Company property upon discovery. You will not retain copies of any Company property, except as specifically provided herein. In the event that you proffer to the Company such property in your possession, the Company will make appropriate personnel available at a mutually convenient time and place to review with you such property. You may retain copies of your rolodex and similar address books provided that they only include contact information, and you may also retain copies of expense reimbursement documentation, and other documents and information provided to you as an employee with regard to benefit, equity and other compensation programs. The Company acknowledges that personal photographs, correspondence and other documents related to purely personal matters are not Company property. The Company will cooperate with you in transferring your cell phone number to your individual name.

9. General Release. In exchange for the valuable consideration set forth herein, you hereby waive any and all rights to sue and/or make any claims against Bristol-Myers Squibb

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Company, and any affiliates, parent companies and subsidiaries, and its and their past, present and future officers, directors, employees, agents, employee benefit plans and their administrators and fiduciaries and its and their successors and assigns (collectively the “Released Parties”) based upon any act or event occurring prior to the Effective Date of this Letter Agreement. Without limitation, you specifically release the Released Parties from any and all such claims arising out of your employment and separation from the Company, whether known, or unknown, including, but not limited to, claims under the Change in Control Agreement (except to the extent provided in paragraph 2 hereof with regard to excise tax gross up payments in connection with a change in control of the Company), claims based on discrimination under federal anti-discrimination laws such as Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Equal Pay Act, the Family Medical Leave Act, claims under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (including, without limitation, claims for interference with your rights to benefits under section 510 of ERISA) and/or any other federal, state, or local law (statutory or decisional), regulation or ordinance, including, but not limited to, the New York State Human Rights Law, the Administrative Code of the City of New York, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, New Jersey Wage and Hour Laws, and the New Jersey Wage Discrimination Act. You further acknowledge that the Company has offered to provide you with this Letter Agreement in lieu of those benefits to which you otherwise may have been entitled under any Company severance plan, program or arrangement, if any.

10. Claims Not Subject to Release. You are not giving up any claims for any accrued, vested benefits under any employee benefit, equity or pension plan of the Company, subject to the terms and conditions of such plan and applicable law. You are not giving up your right to appeal a denial of a claim for benefits submitted under your medical or dental coverage, life insurance or disability income program maintained by the Company. Further, you are not giving up your right to file a claim for unemployment insurance benefits nor your rights, if any, to file a claim for workers’ compensation insurance benefits. Nor are you giving up your right to indemnification or reimbursement of expenses under the Company’s organizational documents, By-laws or any agreement concerning indemnification or reimbursement of expenses, your right to director and officer insurance coverage, if any, any rights or claims you have under this Letter Agreement or the Consulting Agreement, including any rights or claims arising out of any breach by the Company of this Letter Agreement or the Consulting Agreement, any right to reimbursement for business expenses incurred during the course of your employment with the Company and in accordance with the Company’s policy with respect to the reimbursement of business expenses, any right or claim you may have to obtain contribution as permitted by applicable law in an instance in which both you, on the one hand, and the Company, any affiliate of the Company or any other Released Party, on the other hand, are held to be jointly liable, or any right or claim that may initially arise after the Effective Date.

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11. Non-Competition. For a one (1) year period after your Separation Date, you will not in any way directly or indirectly own, manage, operate, control, accept employment or a consulting position with or otherwise advise or assist or be actively connected with, or have any financial interest in, directly or indirectly, any entity that engages or intends to engage in any Competing Business anywhere in the world. “Competing Business” means any business or other enterprise substantially similar to, or competitive with, the business of the Company or any of its affiliated companies as conducted, or as actively being contemplated to be conducted by the Company, as of the Separation Date. It is understood that ownership of not more than one percent (1%) of the equity securities of any publicly traded Competing Business shall in no way be prohibited pursuant to the foregoing provisions. Questions regarding whether an assignment may be counter to this limitation must be brought to the attention of the General Counsel of the company.

12. Non-Solicitation. For a one (1) year period following the Separation Date, you agree that you will not in any way, directly or indirectly on your own or as an agent, employee or officer of any corporation, employ, solicit for employment, engage as a consultant, retain in any capacity, or advise or recommend to any other person that they employ, solicit for employment, engage as a consultant or retain in any capacity, any person employed at the time by Bristol-Myers Squibb Company, or any of its affiliates, parent companies and subsidiaries. The forgoing shall not prohibit you from general advertising not targeted at employees of the Company or from providing a reference upon request as to a person or entity so long as you have no business relationship with the person or entity that you are providing a reference to.

13. Employee Confidentiality Obligation. You may not make use of confidential or proprietary information concerning the Company’s business or affairs, of any nature, that is not otherwise a matter of public record. This obligation continues after the termination of your employment and remains in effect regardless of whether you sign this Letter Agreement. In addition, for a one (1) year period after your Separation Date, you agree that you will not advise, counsel or otherwise assist (as an employee, consultant or in any other capacity) any company, entity or third-party seeking to purchase, acquire, invest in and/or gain a controlling voting interest in the Bristol-Myers Squibb Company. Nothing in this paragraph is intended to prohibit or restrict you in any way from providing truthful information concerning your employment or the Company’s business activities to any government, regulatory or self-regulatory agency or pursuant to a valid subpoena issued by a court of competent jurisdiction.

14. Non-Disparagement. For a three (3)-year period following the Separation Date, you agree that you will not disparage or encourage or induce others to disparage the Company or any of its employees, officers, directors or products (the “Company Group”). For purposes of this Letter Agreement, the term “disparage” includes without limitation, comments or statements to the press and/or media, the Company’s employees, and/or to any individual, customer, client or entity with whom the Company has a business relationship if such statement would adversely affect in any manner the conduct of the business of the Company and/or the

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business reputation of the Company or its employees. Nothing in this paragraph is intended to prohibit or restrict you from providing truthful information concerning your employment or the Company’s business activities to any government, regulatory or self-regulatory agency or pursuant to a valid subpoena issued by a court of competent jurisdiction, or to deny (but not to otherwise disparage the Company Group in connection therewith) the truth of any false statement made about you.

15. Material Breach. You understand that a breach by you of paragraphs 11, 12, 13, 14, or 16 (other than a breach that is both non-intentional and non-material), would be a material breach of your obligations under this Letter Agreement, and that, if any payments and benefits have been provided to you under paragraphs 1(a) or 1(b) hereof prior to any such breach, in addition to any other remedy that may be available to the Company in law or at equity, you will, upon 30 days written notice by the Company, promptly return all such payments and the value of all benefits to the Company and forfeit your right to any other payments or benefits still owing pursuant to this Agreement. In addition, all stock options shall immediately expire. The determination that you have materially breached any of the above-referred to paragraphs of this Letter Agreement shall be made by the Board of Directors, upon recommendation of the Compensation and Management Development Committee, each in their respective good faith discretion. In the event of any dispute by you regarding any such determination, such dispute shall be resolved in accordance with the provisions of paragraph 27 hereof.

16. Cooperation. From time to time the Company finds it necessary or advisable to contact former employees to discuss matters about which they might have knowledge that are relevant to ongoing legal matters of the Company or otherwise related to their employment period. Accordingly, you agree that you will cooperate in all reasonable respects and generally make yourself available to give testimony, speak with counsel representing the Company and provide assistance in connection with any relevant litigation, arbitration, proceedings, government hearing or investigation involving the Company or any other matter that relates to your employment period, provided that with regard to matters not involving litigation or potential litigation, this provision shall not apply after five (5) years from the date hereof. The Company will, to the extent feasible, use reasonable business efforts to provide you with reasonable notice in the event your assistance is required. In connection with your testimony, cooperation and assistance with legal matters for which the Company is currently reimbursing your legal and related expenses, the Company will continue to advance or reimburse to you such reasonable expenses incurred by you. You further understand any future requests by you to the Company for the advancement of reasonable legal fees and expenses and/or indemnification for any additional legal matters will be considered by the Company and determined in accordance with the Company’s applicable By-laws, Board resolutions and Delaware law. In connection with any cooperation where the Company requires you to be available in person, the Company will reimburse you for your reasonable travel, meal and lodging expenses. Your entitlement to reimbursement of expenses pursuant to this paragraph 16 shall in no way affect other rights you may have to be indemnified and/or advanced expenses, provided that in no event shall there be any duplication of

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indemnification and/or expense reimbursement. You will not be entitled to any other compensation for cooperation, except as otherwise provided under any indemnification arrangement with the Company.

17. Forfeiture and Clawback. In the event that a determination by the Board of Directors, upon recommendation of the Compensation and Management Development Committee, is made following your Separation Date that you, while employed, engaged in willful misconduct or activity deemed detrimental to the interests of the Company, including violation of any federal securities or other law or the Company’s Standards of Business Conduct and Ethics, the Board of Directors shall have the right, upon written notice given to you, to forfeit your right to receive the payments and property due under paragraph 1 of this Letter Agreement, and require you to refund to the Company within thirty (30) days of such written demand any payments or property (other than $10,000) paid to you under paragraph 1 of this Letter Agreement prior to such determination (or the value thereof, including the profit you made on the exercise of stock options), provided that your forfeiture and refund obligation under this paragraph 17 shall not apply to any payments or property to which you would have been otherwise entitled had your employment with the Company been terminated for any of the reasons described in this sentence. Nothing in this paragraph 17 shall be deemed to be violated by any action or inaction taken with the express approval, or at the express direction, of the Board of Directors of the Company or a committee thereof. Any determination by the Board of Directors or the Compensation and Management Development Committee under this paragraph 17 shall be made in its good faith discretion, and in the event of any dispute by you regarding any such determination, such dispute shall be resolved in accordance with the provisions of paragraph 27 hereof.

18. Enforceability of Letter Agreement; Remedies.

(a) If at any time after the Effective Date of this Letter Agreement any provision is held to be illegal, void, or unenforceable, that provision will have no force and effect. However, the illegality or unenforceability of that provision will not have any effect on, and will not impair the enforceability of, any other provision of this Letter Agreement. To the extent that a court shall hold that the duration, scope, area or other restriction stated in paragraphs 11, 12 or 13 of this Letter Agreement are unreasonable under circumstances then existing, the parties agree that it is their intention that such provision should be modified or amended by the court to render it enforceable to the maximum extent permissible under applicable law. If a court of competent jurisdiction finds that the General Release is illegal and/or unenforceable, you will be required to execute a General Release that is legal and enforceable.

(b) In the event of a breach or threatened breach of any of the provisions of this Agreement, you agree that the Company shall be entitled to injunctive or other equitable relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, and you acknowledge that damages would be inadequate and insufficient. The existence of this right to injunctive and other equitable relief shall

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not limit any other rights or remedies that the Company may have at law or in equity including, without limitation, the right to monetary, compensatory and punitive damages.

19. By-Laws. The parties acknowledge and agree that you shall continue to be covered under the indemnification and related provisions of the Company’s By-Laws with regard to actions or inactions taken by you as an officer or director of the Company, and pursuant to such By-Laws, such provisions are a contractual commitment of the Company as specified therein. In addition, you shall continue to be covered under the Company’s directors’ and officers’ insurance policies to the same extent as other similarly situated directors and officers of the Company.

20. Amendment/Waiver. No provision in this Letter Agreement may be amended unless such amendment is agreed to in writing and signed by you and an authorized officer of the Company. No waiver by either party of any breach by the other Party of any condition or provision contained in this Letter Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by you or an authorized officer of the Company, as the case may be.

21. Supersedes All Prior Agreements. You acknowledge and agree that this Letter Agreement supersedes any and all other prior agreements entered into between you and the Company with regard to your employment or separation from the Company except as specifically provided herein, including but not limited to, the Change in Control Agreement effective January 1, 2006 (except to the extent provided in paragraph 2 hereof with regard to excise tax gross up payments in connection with a change in control of the Company); provided, however, any confidentiality agreement or other intellectual property agreement between you and the Company shall remain in full force and effect. You also represent and agree that, in signing this Letter Agreement, you are not relying on any promises or representations not contained within this Letter Agreement and acknowledge that you are not entitled to any other compensation or benefits from the Company except as otherwise expressly provided for herein.

22. No Mitigation; No Offset. In no event will you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable under this Letter Agreement. There will be no offset by the Company against your entitlements under this Letter Agreement or the Consulting Agreement for any compensation or other amounts (other than as provided herein or in any benefit plan with regard to employee benefits) that you earn from subsequent employment or engagement of your services.

23. Successors and Assigns. Except as otherwise expressly provided herein, this Letter Agreement will be binding upon and inure to the benefit of the parties and their respective successors, heirs (in your case) or assigns. The Company will require any assignee of all or substantially all of the assets of the Company to assume and agree to perform this Letter

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Agreement in the same manner and to the same extent that the Company would be required to perform it if no such assignment had taken place. As used in this Letter Agreement, “the Company” will mean the Company as defined above and any successor to its business and/or assets which by reason hereof assumes and agrees to perform this Letter Agreement by operation of law or otherwise. In the event of your death or a judicial determination of your incompetence, with respect to any payments, entitlements or benefits payable or due hereunder, references in this Letter Agreement to you will be deemed to refer, where appropriate, to your legal representatives or your beneficiary or beneficiaries. Anything herein to the contrary notwithstanding, the Company may not assign this Letter Agreement except to a successor to the Company, and any such assignment by the Company will not relieve it of its obligations hereunder. None of your rights or obligations under this Letter Agreement may be assigned or transferred by you other than your rights to compensation and benefits, which may be transferred only by will or operation of law, except as otherwise specifically provided in this Agreement or other applicable plans or agreements of the Company.

24. Notices. For the purpose of this Letter Agreement, notices, demands and all other communications provided for in this Letter Agreement will be in writing and will be sent by messenger or overnight courier (provided in each case, confirmation of receipt is obtained), certified or registered mail, postage prepaid and return receipt requested or by facsimile transmission to the parties at their respective addresses and fax numbers set forth below or to such other address or fax number as to which notice is given.

If to you:	At the last address on the records of the Company
With a copy to:	Joseph E. Bachelder, Esq.
	Bachelder Law Offices 780 Third Avenue New York, New York 10017
If to the Company:	345 Park Avenue
	New York, NY 10154
	Attention: Senior Vice President - Human Resources
With a copy to:	Corporate Secretary
	Bristol-Myers Squibb Company 345 Park Avenue
	New York, NY 10154

Notices, demands and other communications will be deemed given on delivery thereof.

25. Counterparts. This Letter Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

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26. Company Representations. The Company represents and warrants that (i) the execution, delivery and performance of this Letter Agreement and the Consulting Agreement by the Company has been fully and validly authorized by all necessary corporate action, (ii) the officer signing this Letter Agreement and the Consulting Agreement on behalf of the Company is duly authorized to do so, (iii) the execution, delivery and performance of this Letter Agreement and the Consulting Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Company is a party or by which it is bound and (iv) upon execution and delivery of this Letter Agreement and the Consulting Agreement by the parties, they will be the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

27. Arbitration. Subject to the provisions of paragraph 18(b), any disputes arising under or in connection with this Letter Agreement shall be resolved by binding arbitration, to be held in New York, New York, in accordance with the employment dispute rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party hereto shall bear his or its own costs of the arbitration or litigation, including, without limitation, his or its attorneys’ fees.

28. Effectiveness. By signing this Letter Agreement, you acknowledge that you have been given at least twenty-one (21) days to consider and sign. You further acknowledge that you have seven (7) days after signing it to revoke your signature and that provided you do not revoke your signature, it will be effective (the “Effective Date”). To revoke your signature, you must notify the Company in writing within seven days of the date you signed this Letter Agreement. Such notice must be delivered by 5:00 p.m. of the seventh day and addressed to Bristol-Myers Squibb Company, Office of the General Counsel, 345 Park Avenue, NY, NY 10154. In the event that you do not sign this Letter Agreement or if you revoke your signature, you will not be entitled to the payments and benefits set forth above.

YOUR SIGNATURE BELOW ACKNOWLEDGES THAT YOU HAVE READ THE ABOVE, UNDERSTAND WHAT YOU ARE SIGNING, AND ARE SIGNING IT VOLUNTARILY AND ACTING OF YOUR OWN FREE WILL. YOU UNDERSTAND THAT, IF ANY PROVISION OF THIS LETTER AGREEMENT IS FOUND TO BE INVALID OR UNENFORCEABLE, IT WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION. YOU FURTHER AGREE THAT THIS LETTER AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW RULES. YOU ALSO ACKNOWLEDGE THAT THE COMPANY HAS ADVISED AND HEREBY ADVISES YOU IN WRITING TO CONSULT WITH AN ATTORNEY AND OTHER ADVISORS OF YOUR CHOICE PRIOR TO SIGNING THIS DOCUMENT.

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[SIGNATURES ON FOLLOWING PAGE]

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Please indicate your acceptance of this Letter Agreement by signing and returning it to me.

Very truly yours,

/s/ Stephen E. Bear

Stephen E. Bear

Senior Vice President, Human Resources

Bristol-Myers Squibb Company

/s/ Peter Dolan	Executed	November 1, 2006
Peter Dolan

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EXHIBIT A

GENERAL RELEASE

General Release by Peter Dolan (“Mr. Dolan”) in his capacity as an individual and on behalf of his heirs, executors, administrators, attorneys, agents, successors and assigns of all claims against Bristol-Myers Squibb Company (the “Company”), and any affiliates, parent companies and subsidiaries, and their past, present and future officers, directors, employees and agents, employee benefit plans and their administrators and fiduciaries and its and their successors and assigns (collectively the “Released Parties”).

In exchange for the payments and other consideration set forth in paragraph 1 of the Letter Agreement between Mr. Dolan and the Company dated October 30, 2006 (the “Letter Agreement”), and other valuable consideration, Mr. Dolan waives any and all rights to sue and/or make any claims against the Released Parties based upon any act or event occurring prior to the date of this General Release. Without limitation, Mr. Dolan specifically releases the Released Parties from any and all such claims arising out of Mr. Dolan’s employment and separation from the Company, whether known, or unknown, including, but not limited to, claims under the Change in Control Agreement (except to the extent provided in paragraph 2 of the Letter Agreement with regard to excise tax gross up payments in connection with a change in control of the Company), claims based on discrimination under federal anti-discrimination laws such as Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Equal Pay Act, the Family Medical Leave Act, claims under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (including, without limitation, claims for interference with your rights to benefits under section 510 of ERISA) and/or any other federal, state, or local law (statutory or decisional), regulation or ordinance, including, but not limited to, the New York State Human Rights Law, the Administrative Code of the City of New York, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, New Jersey Wage and Hour Laws, and the New Jersey Wage Discrimination Act. Mr. Dolan further acknowledges that the Company has offered to provide Mr. Dolan with the Letter Agreement in lieu of those benefits to which Mr. Dolan otherwise may have been entitled under any Company severance plan, program or arrangement, if any.

Mr. Dolan acknowledges that he is not giving up any claims for any accrued, vested benefits under any employee benefit, equity or pension plan of the Company, subject to the terms and conditions of such plan and applicable law. Mr. Dolan acknowledges that he is not giving up his right to appeal a denial of a claim for benefits submitted under his medical or dental coverage, life insurance or disability income program maintained by the Company. Further, Mr. Dolan is not giving up his right to file a claim for unemployment insurance benefits nor his rights, if any, to file a claim for workers’ compensation insurance benefits. Nor is Mr. Dolan giving up his right to indemnification or reimbursement of expenses under the Company’s organizational documents, Bylaws or any agreement concerning indemnification or reimbursement of expenses, his right to director and officer insurance coverage, if any, any rights or claims Mr. Dolan has under the Letter

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Agreement or the Consulting Agreement, including any rights or claims arising out of any breach by the Company of the Letter Agreement or the Consulting Agreement, any right to reimbursement for business expenses incurred during the course of Mr. Dolan’s employment with the Company and in accordance with the Company’s policy with respect to the reimbursement of business expenses, any right or claim Mr. Dolan may have to obtain contribution as permitted by applicable law in an instance in which both Mr. Dolan, on the one hand, and the Company, any affiliate of the Company or any other Released Party, on the other hand, are held to be jointly liable, or any right or claim that may initially arise after the date hereof.

Mr. Dolan agrees that this General Release is an integral part of the Letter Agreement, and that all provisions of the Letter Agreement are thereby incorporated in this General Release as if fully set forth herein. Mr. Dolan acknowledges that this General Release and the Letter Agreement constitute the full and complete understanding and agreement of the parties with respect to the subject matter hereof, and that neither may be modified except in writing and signed by Mr. Dolan and an authorized officer of the Company. He further represents and agrees that, in signing this General Release, he is not relying on any promises or representations not contained herein and acknowledges that he is not entitled to any other compensation or benefits from the Company except as otherwise expressly provided for in the Letter Agreement, the Consulting Agreement and herein.

BY SIGNING BELOW, MR. DOLAN ACKNOWLEDGES THAT HE HAD AT LEAST 21 DAYS TO CONSIDER THIS GENERAL RELEASE BEFORE SIGNING IT, THAT HE MAY NOT SIGN IT BEFORE HIS SEPARATION DATE (AS DEFINED IN THE LETTER AGREEMENT), THAT AFTER SIGNING IT, HE HAS 7 DAYS TO REVOKE HIS SIGNATURE AND THAT, PROVIDED HE DOES NOT REVOKE IT, IT WILL BECOME EFFECTIVE ON THE EIGHTH DAY AFTER HE SIGNS IT. BY SIGNING BELOW, MR. DOLAN ALSO ACKNOWLEDGES THAT HE HAS READ THE ABOVE, UNDERSTANDS WHAT HE IS SIGNING, HAS BEEN ADVISED IN WRITING TO CONSULT AN ATTORNEY BEFORE SIGNING IT, AND IS SIGNING IT VOLUNTARILY AND OF HIS OWN FREE WILL. HE FURTHER AGREES THAT IF ANY PROVISION OF THIS GENERAL RELEASE IS FOUND TO BE INVALID OR UNENFORCEABLE, IT WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION. HE FURTHER AGREES THAT THIS GENERAL RELEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW RULES AND CONSENTS TO PERSONAL JURISDICTION IN NEW YORK, NEW YORK.

/s/ Peter Dolan	Executed	November 1, 2006
Peter Dolan

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EXHIBIT B

CONSULTING AGREEMENT

AGREEMENT, made and entered into the 30th day of October, 2006, by and between BRISTOL-MYERS SQUIBB COMPANY (the “Company”) and PETER DOLAN (“Dolan”).

WHEREAS, Dolan will cease to be an employee of the Company on October 31, 2006;

WHEREAS, Dolan is willing to offer the Company consulting services as the sole service provider thereafter; and

WHEREAS, the Company wishes to avail itself of the services of Dolan as a consultant to the Company for six (6) months thereafter, and Dolan is willing to perform such services,

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the Company and Dolan (each individually, a “Party,” and collectively, the “Parties”) agree as follows:

1. General.

The Company engages Dolan as a consultant for the period as set forth in Section 2 to provide the services as set forth in Section 3, subject to the other terms and conditions set forth in this Agreement. Dolan understands and agrees that the services rendered by him shall be those of an independent consultant and not of an agent or employee of the Company. In this connection, neither Dolan, nor any employee or agent of Dolan, will be eligible to participate in or entitled to receive any employee benefits from the Company as a result of this Agreement or the services rendered under it, even if such employee is subsequently determined by any court, the Internal Revenue Service or any other governmental agency to be a common law employee of the Company. To the extent that any court, the Internal Revenue Service or any other governmental agency determines that Dolan or any employee or agent of Dolan to be a common law employee, Dolan agrees that any such employee will waive any benefits that may be awarded, or in the event that such employee refuses to waive such benefits, Dolan will reimburse the Company for all expenses attributable to such benefits. Dolan’s services will be of an advisory nature only, and Dolan will have no power of decision with respect to any matters which are the subject of consultation and will not have any responsibility in connection with the active management of the Company. Dolan further understands that, he is responsible for the full reporting and payment of local, state and federal taxes and statutory benefits, including Social Security (FICA), workers compensation, disability, and unemployment insurance with respect to any of his employees, agents or himself. No deductions, withholding, or additional payments for such purposes shall be made by the Company. Dolan shall indemnify and hold the Company and its affiliates harmless with regard to any failure of him to fulfill his obligations with regard to such taxes or statutory benefits and any act or inaction by his employees or agents in performing the services hereunder.

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2. Term of Services.

The term of Dolan’s service under this Agreement shall commence as of November 1, 2006 and shall terminate on April 30, 2007, or earlier upon Dolan’s death, incapacity to provide services for more than twenty (20) consecutive days or upon notice in the event of Dolan’s willful misconduct, activities detrimental to the interests of the Company or breach of this Agreement which is not cured within five (5) days of written notice thereof (the “Term of Services”). If Dolan’s services are terminated for any of the reasons set forth in the preceding sentence, the Company shall pay Dolan a pro rated monthly installment of the fee set forth in Section 3 below for the portion of the month in which such termination occurs. During the Term of Services, Dolan shall provide services to the Company for an average of twenty (20) hours per week at such times as requested by the Company’s Interim Chief Executive Officer or Chief Executive Officer (the “CEO”). The failure of the CEO to so request Dolan’s services for any period during the Term of Services shall not affect the Company obligations hereunder, including the obligation to pay Dolan the fees set forth in Section 3 below.

3. Services.

(a) As a consultant to the Company, Dolan shall provide advice to the CEO and/or the CEO’s designee on such matters relating to the business and affairs of the Company as the CEO shall from time to time request, and in connection therewith, attend such meetings as requested by the CEO. Dolan shall also, upon the request of the CEO, provide written reports on matters on which he is advising. All services shall be provided by Dolan personally.

(b) Dolan may provide the services from such location as he deems appropriate, except to the extent the CEO requires him at meetings. The CEO shall use reasonable business efforts to provide Dolan with advance notice of any such meeting to the extent feasible considering the circumstances. As appropriate, Dolan may provide services by telephone or other form of communication, including email, except as otherwise specified by the CEO.

(c) Dolan will not have an office during his consultancy arrangement. Administrative support as reasonably necessary in the performance of his consulting duties will be provided by the Company.

4. Fee For Services.

During the Term of Services, for the services described above, Dolan shall receive a monthly fee of fifty thousand dollars ($50,000), payable in arrears on a monthly basis; provided that any amounts that would be payable prior to May 1, 2007 will be paid in a lump-sum on the first business day of May 2007. Dolan shall be entitled to interest at a simple interest rate of 5.5% on the fees payable under this Section 4 in respect of the period from November 1,

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2006 through April 30, 2007. Such interest shall accrue as of the first day of the month in which such fees would have been paid had the payment of such fees not been delayed until the first business day of May 2007, and shall be paid at the same time as such fees are actually paid to Dolan.

5. Business Expenses.

Dolan will receive full reimbursement for all reasonable expenses (e.g., travel and lodging expenses) incurred by him and his employees in rendering services to the Company under this Agreement, provided that Dolan shall provide complete and timely documentation of such expenses in accordance with the Company’s standard policy, and further provided that the foregoing shall not include office or staff costs of Dolan. Any expense in excess of one thousand dollars ($1,000) (other than reasonable travel and lodging expenses) shall be pre-approved by the CEO or his designee.

6. Non-Competition.

(a) Dolan agrees that during the Term of Services, Dolan will not, directly or indirectly, engage or participate in any employment or consulting activity that is competitive with any business of the Company, without the prior written approval of the CEO. Other than the foregoing limitation, Dolan may provide consulting services to other persons or entities during the Term of Services; provided, however, such services do not breach any provision of the Letter Agreement between Dolan and the Company, dated the date hereof.

(b) Dolan agrees that he will require any of his employees assigned to work on any project for the Company to execute a “Non-Competition, Non-Solicitation, Confidential Information and Trade Secrets Agreement” with the Company in the Company’s standard form.

7. Confidential Information and Trade Secrets.

Dolan hereby acknowledges that he and his employees may have access to and become acquainted with various trade secrets and proprietary information of the Company not available to competitors of the Company, including without limitation, information relating to its products, product development, trade secrets, customers, suppliers, finances, management, operations and business plans and strategies. Dolan covenants that he and his employees will not, directly or indirectly, disclose or use such information that is not otherwise a matter of public record, except as is necessary and appropriate in connection with rendering by him of services to the Company under this Agreement or except as may be required by a court of law, a governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information. Dolan agrees that in the event that he or an employee of Dolan does directly or indirectly, disclose or use such information in violation of the foregoing, Dolan shall

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reimburse the Company for any and all liability arising out of and in connection with such disclosure.

8. Governing Law.

The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of New York, without regard to the principles of conflict of law.

9. Severabiiity.

If any one or more of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision thereof.

10. Amendment/Waiver.

No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by Dolan and an authorized officer of the Company. No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by Dolan or an authorized officer of the company, as the case may be.

11. Notices.

For the purpose of this Agreement, notices, demands and all other communications provided for in this Agreement will be in writing and will be sent by messenger or overnight courier (provided in each case, confirmation of receipt is obtained), certified or registered mail, postage prepaid and return receipt requested or by facsimile transmission to the parties at their respective addresses and fax numbers set forth below or to such other address or fax number as to which notice is given.

If to Dolan:	At the last address on the records of the Company
If to the Company:	345 Park Avenue
	New York, NY 10154
	Attention: Senior Vice President - Human Resources
With a copy to:	Corporate Secretary
	Bristol-Myers Squibb Company 345 Park Avenue New York, NY 10154

Notices, demands and other communications will be deemed given on delivery thereof.

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12. Headings.

The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

13. Successors and Assigns.

Except as otherwise expressly provided herein, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors, heirs (in Dolan’s case) or assigns. The Company will require any assignee of all or substantially all of the assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such assignment had taken place. As used in this Agreement, “the Company” will mean the Company as defined above and any successor to its business and/or assets which by reason hereof assumes and agrees to perform this Agreement by operation of law or otherwise. In the event of Dolan’s death or a judicial determination of his incompetence, with respect to any payments, entitlements or benefits payable or due hereunder, references in this Agreement to Dolan will be deemed to refer, where appropriate, to his legal representatives or his beneficiary or beneficiaries. Anything herein to the contrary notwithstanding, the Company may not assign this Agreement except to a successor to the Company, and any such assignment by the Company will not relieve it of its obligations hereunder. None of Dolan’s rights or obligations under this Agreement may be assigned or transferred by him other than his rights to compensation and benefits, which may be transferred only by will or operation of law, except as otherwise specifically provided in this Agreement or other applicable plans or agreements of the Company.

14. Arbitration.

Any disputes arising under or in connection with this Agreement shall be resolved, except as provided in the last sentence hereof, by binding arbitration, to be held in New York, New York, in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each Party shall bear his or its own costs of the arbitration or litigation, including, without limitation, his or its attorneys’ fees. In the event of a breach or threatened breach of Section 6 or 7 of this Agreement, Dolan agrees that the Company shall be entitled to injunctive or other equitable relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, and Dolan acknowledges that damages would be inadequate and insufficient.

[SIGNATURES ON FOLLOWING PAGE]

Page 22 of 23

IN WITNESS WHEREOF, the Company and Dolan have caused this Agreement to be executed as of the day and year first above written.

Bristol-Myers Squibb Company
By:	/s/ Stephen E. Bear
	Stephen E. Bear
	Senior Vice President, Human Resources
Peter Dolan
By:	/s/ Peter Dolan
	Peter Dolan

Page 23 of 23

EX-10.2

Exhibit 10.2

    Bristol-Myers Squibb Company

345 Park Avenue New York, NY 10154-0037 212 546-3135 Fax 212 546-9513

James D. Robinson III

          Chairman

October 31, 2006

Mr. James M. Cornelius

Chief Executive Officer

c/o Bristol-Myers Squibb Company

345 Park Avenue

New York, New York 10154

Re:     Compensation Package

Dear Jim:

On behalf of Bristol-Myers Squibb Company (the “Company”), I am pleased to summarize the principal terms of the compensation package being provided to you by the Company for your services as Chief Executive Officer on an interim basis, to which position you were elected on September 12, 2006.

1. Duties; Time Commitment. You will be a full-time employee of the Company having all of the duties and responsibilities that are commensurate with your position. In addition, you will be expected to have an active role in assisting the Company in securing a non-interim replacement Chief Executive Officer (the “Replacement Chief Executive Officer”) and transitioning your duties to such successor. Subject to business travel, you will be expected to spend at least four days per week in the Company’s offices in New York or New Jersey, and will be permitted to work remotely on other days. You will continue your service on the Board of Directors of the Company, but you will no longer serve as a member of the Compensation and Management Development Committee or the Audit Committee and will not be eligible to participate in the non-employee directors’ compensation program.

2. Term. It is contemplated that your employment with the Company as Chief Executive Officer will be effective for a maximum period ending on December 31, 2007, subject to earlier termination upon commencement of employment of the Replacement Chief Executive Officer. Of course, since you will be an at-will employee, at the discretion of you or the Board of Directors of the Company (the “Board”), your employment may be terminated at any time.

3. The following summarizes the principal financial arrangements with respect to your employment term:

• Base Salary. Effective September 12, 2006, you will be entitled to a base salary at the rate of $1,250,000 per annum, payable in arrears on a bi-weekly basis in accordance with the Company’s standard payroll practices.

• Bonus. You will be entitled to an annual target bonus opportunity at the rate of 170% of base salary, a portion of which will be guaranteed and non-guaranteed as described below.

• Guaranteed Bonus. The portion of your target bonus for the period September 30, 2006 through March 31, 2007 (i.e., 170% of six months of base salary) will be guaranteed at target and paid if you continue to serve as Chief Executive Officer at least until the earlier of (i) March 31, 2007 and (ii) the commencement of employment of the Replacement Chief Executive Officer as Chief Executive Officer (or (1) if you are earlier terminated by the Company without “Cause” (as defined below), (2) if you earlier terminate by reason of your death or Disability (as defined below) or (3) in the event of an earlier “qualified termination” of your employment following a Change in Control (as defined in the Company’s Executive Performance Incentive Plan)). This bonus will be paid at the same time as 2007 bonuses are scheduled to be paid to executives under the Company’s Executive Performance Incentive Plan for 2007 (the “2007 PIP”) (i.e., in the first quarter of 2008) or, if earlier, upon a “qualified termination” of your employment following a Change in Control.

• Non-Guaranteed Incentive Plan Bonus. You will also be entitled to participate in the 2007 PIP with a target amount equal to 170% of nine months of your base salary. You will be subject to the terms and conditions of the 2007 PIP, including the achievement of performance criteria set by the Compensation and Management Development Committee and such committee’s right of negative discretion as to the bonus amount. The bonus that you will be eligible for under the 2007 PIP will be prorated based on the portion of the nine-month period during 2007, after March 31, 2007, that you are employed as Chief Executive Officer. For the sake of clarity, such bonus shall become payable if you are employed by the Company on December 31, 2007; if you are terminated by the Company, prior to December 31, 2007, without Cause; or if you voluntarily resign upon the Replacement Chief Executive Officer commencing employment as Chief Executive Officer. If (i) you voluntarily resign prior to the earlier of (x) December 31, 2007 and (y) the commencement of employment of the Replacement Chief Executive Officer as Chief Executive Officer, or (ii) you are terminated by the Company for Cause, you shall not be eligible for the portion of the bonus described in this paragraph. In the event of cessation of your service as Chief Executive Officer as a result of death or “Disability” (as defined in the Company’s 2002 Stock Incentive Plan) during the period from June 15, 2007 through December 31, 2007, you shall not be prorated as to the award amount, but shall be treated as if you were employed as Chief Executive Officer through December 31, 2007. To the extent provided in, and in accordance with, the 2007 PIP, you will also be entitled to the bonus described in this paragraph in the event of a “qualified termination” of your employment following a Change in Control.

• Stock Option. On November 1, 2006, you will be granted a nonqualified stock option to purchase 360,000 shares of the Company’s common stock. The option will become vested as to 50% (or 6/12^ths) of the shares subject thereto on the earlier of March 31, 2007 and the commencement of employment by the Replacement Chief Executive Officer as Chief Executive Officer, provided that on March 31, 2007 or immediately prior to

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commencement of employment by the Replacement Chief Executive Officer as Chief Executive Officer, as the case may be, you are employed as Chief Executive Officer of the Company or you were earlier terminated by the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company (and fulfilled the release obligations in the grant) or as otherwise provided in the grant upon death or Disability. The remaining portion of the stock option will become vested at a rate of 1/12^th of the total option shares per month for each full month of service as Chief Executive Officer after March 31, 2007. Your right to exercise the stock option will be subject to the standard stock appreciation requirements of the stock option grant, including waiver of such condition upon your death and following a “Change in Control” (as defined in the Company’s 2002 Stock Incentive Plan) of the Company. If, at the time you cease to serve as Chief Executive Officer (other than as a result of a termination for misconduct or other conduct deemed detrimental to the interests of the Company or your voluntary resignation prior to the commencement of employment by the Replacement Chief Executive Officer as Chief Executive Officer) a portion of your stock option has not fully vested, the Compensation and Management Development Committee will, in its sole discretion, accelerate all or a portion (or none) of the unvested stock option based on its evaluation of the performance of you and the Company during your service as Chief Executive Officer. In the event of your “qualifying termination” (as defined in the Company’s 2002 Stock Incentive Plan) as Chief Executive Officer of the Company during the three-year period following a Change in Control, the stock option will become fully vested. You shall have the right to exercise the vested portion of the stock option for the full stock option term, unless you are terminated by the Company for misconduct or other conduct deemed detrimental to the interests of the Company. The other terms and conditions of the stock option will be in accordance with the Company’s standard form of nonqualified stock option agreement under the Company’s 2002 Stock Incentive Plan. The form of grant is annexed hereto as Exhibit A.

• Interim Service Support.

• Housing in New York City. Since you reside in Indiana and your position with the Company is temporary, the Company will provide you with an apartment in New York, New York to reside in during the period you are serving as Chief Executive Officer. The Company has taken a lease on a furnished apartment at the rate of $25,500 per month, which will be available for your use during such period. The Company will also pay for utilities in such apartment. You shall be responsible for all other costs of utilization of the apartment. During the period you are serving as Chief Executive Officer, the lease amount will be treated as taxable income to you to the extent required by applicable law, and there will be no income tax gross up.

• Company Aircraft: For security reasons, you will be required to use the Company’s aircraft for all travel purposes, provided that utilization for commuting and personal use will be subject to an annual cap based on the incremental cost to the Company of $300,000 in 2006 and $600,000 in 2007 (prorated for the portion of 2007 that you are employed as Chief Executive Officer). The use of the aircraft by you and your spouse will be taxable to you in accordance with Internal Revenue Code requirements (as opposed to incremental cost), and you will be entitled to a full income tax gross up in respect of this benefit such that you will have no after-tax cost for such usage.

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• Company Car and Driver. For security reasons, you will be entitled to use of a Company car and driver for all travel purposes. The use of the Company car and driver will be taxable to you in accordance with Internal Revenue Code requirements (as opposed to incremental cost), and you will be entitled to a full income tax gross up in respect of this benefit such that you will have no after-tax cost for such usage.

• Employee Benefits. While employed by the Company, you will be eligible to participate in the health, welfare, pension and savings plans that are available to U.S. salaried employees.

• 280G Excise Tax Treatment. You will be entitled to an excise tax gross up as set forth in Exhibit B hereto in certain situations. You will not be entitled to any other special benefits upon a Change in Control of the Company, except as otherwise specifically provided herein.

• No Severance Benefits: Voluntary Termination. You will not be entitled to any severance benefits under the Company’s Severance Plan or otherwise upon termination of your employment. In the event of your voluntary resignation from the Company, you will forfeit any unvested and/or unearned equity and cash incentive awards, except as otherwise specifically provided herein.

• Indemnification. You will be indemnified for your actions or inactions as Chief Executive Officer in accordance with the Company’s By-Laws.

• Definition of Cause. The term “Cause” shall mean any basis of termination pursuant to the Company’s Severance Plan for which termination severance is not payable.

• Confidentiality. To the extent that you have not already done so, you shall be required to sign the Company’s standard confidentiality and intellectual property agreements.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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Jim, we are excited about your serving the Company as Chief Executive Officer on an interim basis. Please feel free to contact me if you have any questions or concerns regarding your compensation package as outlined above. If this letter accurately reflects your understanding as to your compensation package for serving as Chief Executive Officer of the Company on an interim basis, please sign and date one copy of this letter and return the same to me for the Company’s records.

BRISTOL-MYERS SQUIBB COMPANY

By:	/s/ James D. Robinson III
Name:   James D. Robinson III
Title:   Chairman of the Board of Directors

The foregoing accurately reflects our understanding regarding my compensation package for serving as Chief Executive Officer of the Company on an interim basis, and I hereby confirm my agreement to the same.

Dated:  October 30, 2006	/s/ James M. Cornelius
	James M. Cornelius

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EXHIBIT A

FORM OF NONQUALIFIED STOCK OPTION AGREEMENT

    Bristol-Myers Squibb Company

2002 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

Bristol-Myers Squibb Company (the “Company”) has granted you an option to purchase a number of shares of the Common Stock of Bristol-Myers Squibb Company, (the “Option”), at the specified price set forth in the above Grant Summary. The Expiration Date of the grant is                     , 2016. This grant is subject in all respects to the terms, definitions and provisions of the Bristol-Myers Squibb Company 2002 Stock Incentive Plan (the “Plan”) adopted by the Company.

This Option is granted upon and subject to the following terms and conditions:

1. Vesting Schedule and Exercise Threshold.   Except as specifically set forth below, this Option will vest in the following manner: (a) 50% will vest on the earlier of (i) March 31, 2007 and (ii) the start date of employment as such of a non-interim successor Chief Executive Officer (the “Replacement Chief Executive Officer”); and (b) 1/12 will vest at the end of each additional full month of service beginning with April 2007 such that the final 1/12 will vest on September 30, 2007.

In addition to the vesting provisions stated above, 100% of the Option award is subject to a price appreciation exercise threshold. The Option may only be exercised once the Company’s common stock achieves a closing price of $             and remains at or above that closing price for seven (7) consecutive trading days during the Option term. This price appreciation exercise threshold shall not apply in the case of your death or on or following a change in control of the Company.

2. Option Exercise and Payment.   To exercise the Option, in whole or in part, you must notify the Company’s designated broker/agent in a manner designated by the Plan Administrator. This notification will be effective upon receipt by the Company’s designated broker/agent and must be received on or before the specified Expiration Date. If the specified Expiration Date falls on a day that is not a regular business day at the Company’s executive office in New York City or broker/agent’s office, then the exercise notification must be received on or before the last regular business day prior to the Expiration date.

Payment must be made in the form of a wire transfer, personal check, or money order, payable in U.S. dollars and on a U.S. bank to the order of the Company’s designated broker/agent; or by authorizing the Company’s designated broker/agent to sell the shares acquired upon the exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price, applicable brokerage fees, and any withholding and/or taxes and applicable fees resulting from such exercise as described in Section 3 hereof; or, if not problematic under local law, by delivery of a certificate or certificates for shares of Common Stock of the Company owned by you for at least six months having a fair market value at the date of exercise equal to the purchase price for such shares, or in a combination of the foregoing; provided, however, that payment in shares of Common Stock of the Company will not be permitted unless at least 100 shares of Common Stock are required and delivered for such purpose. Any stock certificate or certificates so delivered must be endorsed, or accompanied by an appropriate stock power, to the order of Bristol-Myers Squibb Company, with the signature guaranteed by a bank or trust company or by a member firm of the New York Stock Exchange. In lieu of the physical delivery of certificate(s), you may submit certificates by attestation.

No shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirement of any stock exchange upon which the shares may then be listed.

3. Withholding and Employment Taxes Upon Exercise of Option.   You must pay the Company upon its demand any amount for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of your exercise of options or the transfer of shares thereupon. You may satisfy your withholding tax obligations by authorizing the Company’s designated broker/agent to sell an appropriate number of shares being issued on exercise to cover the federal, state, local and FICA taxes. If on the date of exercise, you are an executive officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, you must use share withholding to satisfy the obligation to pay federal, state, local and FICA taxes to be withheld on the exercise.

4. Non -Transferability.   You may transfer, in whole or in part, this Option grant to members of your immediate family, to trusts solely for the benefit of such immediate family members and to partnerships in which your family members and/or trusts are the only partners. For this purpose, immediate family members mean our spouse, parents, children, stepchildren, grandchildren and legal dependants. Any transfer of options made under this provision will not be effective until notice of such transfer is delivered to the Company.

5. Termination of Employment.

(a)    Disability.   If you cease to be so employed by reason of disability, entitling you to receive payments under a disability pay plan of the Company, you shall be treated for vesting purposes as though you remained in the employ of the Company until the earlier of (i) cessation of payments under the disability pay plan, (ii) death, and (iii) attainment of 65th birthday. The Option will not lapse until the Expiration Date, subject to the terms of the Plan unrelated to termination of employment.

(b) Death. If you die while you are employed by the Company, the Option will become 100% vested and will not lapse until the Expiration Date, subject to the terms of the Plan unrelated to termination of employment; provided that with regard to death prior to November 1, 2007, the foregoing vesting acceleration shall not apply unless the Plan permits the Compensation and Management Development Committee to accelerate vesting during such period and the Compensation and Management Development Committee elects to do so.

(c) Other. If you resign from the Company prior to the earlier of April 1, 2007 or the start date of employment of the Replacement Chief Executive Officer as Chief Executive Officer, or if you are involuntarily terminated for misconduct or other conduct deemed detrimental to the interests of the Company, any unvested Option shares will lapse on your termination date. If your employment is terminated by the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company, prior to April 1, 2007, you will be entitled to 50% of the options subject to this award provided you sign a General Release and comply with the other provisions of this Agreement, All unvested options will be forfeited upon a termination of employment, except as provided herein, provided that if at the time you cease to serve as Chief Executive Officer (other than as a result of your termination for misconduct or other conduct deemed detrimental to the interests of the Company or by your voluntary resignation prior to the commencement of employment of the Replacement Chief Executive Officer as Chief Executive Officer) a portion of the grant has not become vested, the Compensation and Management Development Committee will, in its sole discretion, accelerate all or a portion (or none) of the unvested Option based on its evaluation of the performance of you and the Company during your service as Chief Executive Officer.

(d) Change in Control. The Option shall be subject to the treatment set forth in subsection (14) of the Plan with respect to acceleration of vesting upon a qualifying termination during the three-year period following a change in control of the Company.

(e) Option Term. In all cases of termination of employment other than your termination for misconduct or other conduct deemed detrimental to the interests of the Company, you will have the remainder of the term to exercise the vested portion of the Option, subject to the terms of the Plan unrelated to termination of employment.

6. Forfeiture in the Event of Competition and/or Solicitation or other Detrimental Acts. You acknowledge that your continued employment with the Company is sufficient consideration for this Agreement, including, without limitation, the restrictions imposed upon you by paragraph 6.

a) You expressly agree and covenant that during the Restricted Period (as defined below), you shall not, without the prior consent of the Company, directly or indirectly:

i) own or have any financial interest in a Competitive Business (as defined below), except that nothing in this clause shall prevent you from owning one per cent or less of the outstanding securities of any entity whose securities are traded on a U.S. national securities exchange (including NASDAQ) or an equivalent foreign exchange;

ii) be actively connected with a Competitive Business by managing, operating, controlling, being an employee or consultant (or accepting an offer to be an employee or consultant) or otherwise advising or assisting a Competitive Business in such a way that such connection might result in an increase in value or worth of any product, technology or service, that competes with any product, technology or service upon which you worked or about which you became familiar as a result of your employment with the Company. You may, however, be actively connected with a Competitive Business after your employment with the Company terminates for any reason, so long as your connection to the business does not involve any product, technology or service, that competes with any product, technology or service upon which you worked or about which you became familiar as a result of your employment with the Company and the Company is provided written assurances of this fact from the Competing Company prior to your beginning such connection;

iii) take any action that might divert any opportunity from the Company or any of its affiliates, successors or assigns (the “Related Parties”) that is within the scope of the present or future operations or business of any Related Parties;

iv) employ, solicit for employment, advise or recommend to any other person that they employ or solicit for employment or form an association with any person who is employed by the Company or who has been employed by the Company within one year of the date your employment with the Company ceased for any reason whatsoever;

v) contact, call upon or solicit any customer of the Company, or attempt to divert or take away from the Company the business of any of its customers;

vi) contact, call upon or solicit any prospective customer of the Company that you became aware of or were introduced to in the course of your duties for the Company, or otherwise divert or take away from the Company the business of any prospective customer of the Company; or

vii) engage in any activity that is harmful to the interests of the Company, including, without limitation, any conduct during the term of your employment that violates the Company’s Standards of Business Conduct and Ethics, securities trading policy and other policies.

b) Forfeiture. If the Company determines that you have violated any provisions of paragraph 6(a) above during the Restricted Period, then you agree and covenant that:

i) any portion of the Option (whether or not vested) that has not been exercised as of the date of such determination shall be immediately rescinded;

ii) you shall automatically forfeit any rights you may have with respect to the Option as of the date of such determination; and

iii) if you have exercised all or any part of the Option within the twelve-month period immediately preceding a violation of paragraph 6(a) above (or following the date of any such violation), upon the Company’s demand, you shall immediately deliver to it a certificate or certificates for shares of the Company’s Common Stock with a fair market value (determined on the date of such demand) equal to the gain realized by you upon such exercise.

c) Definitions. For purposes of this paragraph 6, the following definitions shall apply:

i) The Company directly advertises and solicits business from customers wherever they may be found and its business is thus worldwide in scope. Therefore, “Competitive Business” means any person or entity that engages in any business activity that competes with the Company’s business in any way, in any geographic area in which the Company engages in business, including, without limitation, any state in the United States in which the Company sells or offers to sell its products from time to time.

ii) “Restricted Period” means the period during which you are employed by the Company and twelve months following the date that you cease to be employed by the Company for any reason whatsoever.

d) Severability. You acknowledge and agree that the period, scope and geographic areas of restriction imposed upon you by the provisions of paragraph 6 are fair and reasonable and are reasonably required for the protection of the Company. In the event that any part of this Agreement, including, without limitation, paragraph 6, is held to be unenforceable or invalid, the remaining parts of paragraph 6 and this Agreement shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part of this Agreement. If any one of the provisions in paragraph 6 is held to be excessively broad as to period, scope and geographic areas, any such provision shall be construed by limiting it to the extent necessary to be enforceable under applicable law.

e) Additional Remedies. You acknowledge that breach by you of this Agreement would cause irreparable harm to the Company and that in the event of such breach, the Company shall have, in addition to monetary damages and other remedies at law, the right to an injunction, specific performance and other equitable relief to prevent violations of your obligations hereunder.

7. Adjustments in the Event of Change in Stock. Notwithstanding anything in this Option Agreement to the contrary, if prior to the Expiration Date any changes occur in the outstanding Common Stock of the Company by reason of stock dividends, recapitalization, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, the aggregate number and class of shares under the Plan, and the number, class and price of share subject to outstanding options or awards shall be adjusted appropriately by the Committee, whose determination shall be conclusive.

8. Data Privacy. By entering into this Agreement, you (a) authorize the Company and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its subsidiaries such information and data as the Company or any such subsidiary shall request in order to facilitate the grant of options and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company to store and transmit such information in electronic form.

9. Binding Effect. All decisions or interpretations of the Board of Directors or the Committee with respect to any question arising under the Plan or under this Option Agreement shall be binding, conclusive and final.

10. Waiver. The waiver by the Company of any provision of this Option shall not operate as or be construed to be a subsequent waiver of the same provision or waiver or any other provision hereof.

11. Construction. This Option shall be irrevocable during the Option period and its validity and construction shall be governed by the laws of the State of New York. The terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which shall be controlling.

Bristol-Myers Squibb Company
By:
	Senior Vice President

I understand that this option has been granted to provide a means for me to acquire and/or expand an ownership position in Bristol-Myers Squibb Company, and it is expected that during my employment I will retain the stock I receive upon the exercise of this option consistent with the Company’s share retention guidelines in effect at the time of exercise of this award. In accepting this grant, I hereby agree that Smith Barney, or such other vendor as the Company may choose to administer the p!an, may provide the Company with any and all account information necessary to monitor my compliance with the Company’s Share Retention Policy during my employment.

I hereby agree to the foregoing terms and conditions and accept the grant of the option subject thereto.

EXHIBIT B

PARACHUTE TAX INDEMNITY PROVISIONS

In the event that you become entitled to any amounts payable in connection with a “Change in Control” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) of the Company (whether or not such amounts are payable pursuant to this letter) (the “CiC Payments”‘), if any of such CiC Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax (taking into account the loss of itemized deductions) and employment tax and Excise Tax upon the payment provided for by this Exhibit, shall be equal to the present value of the Total Payments. If any portion of the Total Payments would be subject to the imposition of the Excise Tax, and if a reduction of the Total Payments by an amount not exceeding 10% of the Safe Harbor Amount (as defined below) would avoid the imposition of the Excise Tax on you, the Total Payments shall be reduced to the extent necessary (but not more than 10% of the Safe Harbor Amount and only to the extent necessary) to result in no imposition of the Excise Tax on you. This cut-back provision shall apply to amounts and benefits payable under this letter which are designated in writing by you prior to the applicable payment date or, if no designation has been made, to payments and benefits under this letter as determined by the Company so as to minimize the amount of your compensation that is reduced (i.e., the payments that to the greatest extent are parachute payments shall be reduced to the extent authorized hereunder). “Safe Harbor Amount” shall mean one dollar less than 300% of the “base amount” as determined in accordance with Section 280G(b)(3) of the Code.

For purposes of determining whether any of the CiC Payments will be subject to the Excise Tax and the amount of such Excise Tax:

(i) The payments under this letter and any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this letter or any other plan, arrangement or agreement with the Company, any person or entity whose actions result in a Change in Control or any person or entity affiliated with the Company or such person or entity) (which together constitute the “Total Payments”) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by the Company’s independent auditors and reasonably acceptable to you (the “Tax Counsel”), such payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax;

(ii) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i) above), provided, however, that no payment or benefit shall be treated as subject to the Excise Tax or as a parachute payment if you have effectively waived in writing, prior to your date of termination, your right to receive such payment or benefit; and

(iii) The value of any non-cash benefits or any deferred payments or benefit shall be determined by the Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation (taking into account the loss of itemized deductions) in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on your date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of your termination, you shall repay to the Company, within ten days after the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you to the extent that such repayment results in a reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess within ten days after the time that the amount of such excess is finally determined. In the event that the subsequent determinations as to the Excise Tax affect the calculations relating to the cut-back provisions, such amounts will be recalculated and the provisions of this Exhibit applied based on the revised calculations, with interest applied to any payments by either party at the rate provided in Section 1274(b)(2)(B) of the Code.

Nothing in this Exhibit is intended to violate the Sarbanes-Oxley Act of 2002 and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to you and the repayment obligation null and void.

To the extent applicable, it is intended that this Exhibit comply with the provisions of Section 409A of the Code, and this Exhibit shall be construed and applied in a manner consistent with this intent. In the event that any payment under this Exhibit is determined by the Company to be in the nature of deferred compensation payments, you and the Company hereby agree to take such actions as may be mutually agreed between the parties to ensure that such payments comply with the applicable provisions of Section 409A of the Code and the treasury regulations and other official guidance promulgated thereunder.

Sincerely,

James D. Robinson III

Chairman