SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

Bristol-Myers Squibb Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 24, 200822, 2010

345 Park Avenue

New York, New York 10154-0037

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

Notice is hereby given that the 2010 Annual Meeting of Stockholders will be held at the Devens Common Center, 31 Andrews Parkway, Devens, Massachusetts,Bristol-Myers Squibb Company, 777 Scudders Mill Road, Plainsboro, New Jersey, on Tuesday, May 6, 2008,4, 2010, at 10:00 a.m. for the following purposes as set forth in the accompanying Proxy Statement:

Holders of record of our common and preferred stock at the close of business on March 10, 2008,11, 2010, will be entitled to vote at the meeting.

By Order of the Board of Directors

SANDRA LEUNG

Senior Vice President, General Counsel and Secretary

Dated: March 24, 200822, 2010

PROXY STATEMENT

TABLE OF CONTENTS

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these materials?

This Proxy Statement is being delivered to all stockholders of record as of the close of business on March 10, 200811, 2010 in connection with the solicitation of proxies on behalf of the Board of Directors for use at the Annual Meeting of Stockholders on May 6, 2008.4, 2010. Although the Annual Report and Proxy Statement are being delivered together, the Annual Report should not be deemed to be part of the Proxy Statement.

What is “Notice and Access” and how does it affect me?

The SEC has adopted a “Notice and Access” model which permits us to provide proxy materials to our stockholders electronically by posting the proxy materials on a publicly accessible website. Delivering proxy materials electronically will save us money by reducing printing and mailing costs. Accordingly, we have decided that all stockholders who hold fewer than 1,000 shares of our common and preferred stock will receive a “Notice of Internet Availability of Proxy Materials.” This Notice will provide instructions on how to access our proxy materials online and, if you prefer receiving a paper copy of the proxy materials, how you can request one. Employees and pension plan participants who have given consent to receive materials electronically will receive a link to access our proxy materials by email. If you hold 1,000 or more shares and have not previously elected to receive materials electronically or if you are a pension plan participant who did not provide consent to receive materials electronically, you will be mailed a paper copy of the proxy materials. We encourage all of our stockholders who currently receive paper copies of the proxy materials to elect to view future proxy materials electronically if they have Internet access. You can do so by following the instructions when you vote your shares online or, if you are a beneficial holder, by asking your bank, broker or other holder of record how to receive proxy materials electronically.

What is “householding” and how does it work?

“Householding” is a procedure we adopted whereby stockholders of record who have the same last name and address and who receive the proxy materials by mail will receive only one copy of the proxy materials unless we have received contrary instructions from one or more of the stockholders. This procedure reduces printing and mailing costs. If you wish to receive a separate copy of the proxy materials, now or in the future, at the same address, or if you are currently receiving multiple copies of the proxy materials at the same address and wish to receive a single copy, you may contact us by writing to Stockholder Services, Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154, or by calling us at (212) 546-3309.

If you are a beneficial owner (your shares are held in the name of a bank, broker or other holder of record), the bank, broker or other holder of record may deliver only one copy of the Proxy Statement and Annual Report, or Notice of Internet Availability of Proxy Materials, to stockholders who have the same address unless the bank, broker or other holder of record has received contrary instructions from one or more of the stockholders. If you wish to receive a separate copy of the Proxy Statement and Annual Report, or Notice of Internet Availability of Proxy Materials, now or in the future, you may contact us at the address or phone number above and we will promptly deliver a separate copy. Beneficial owners sharing an address who are currently receiving multiple copies of the Proxy Statement and Annual Report, or Notice of Internet Availability of Proxy Materials, and wish to receive a single copy in the future, should contact their bank, broker or other holder of record to request that only a single copy be delivered to all stockholders at the shared address in the future.

Who can attend the Annual Meeting?

Only stockholders of Bristol-Myers Squibb as of the record date, March 10, 2008,11, 2010, their authorized representatives and guests of Bristol-Myers Squibb may attend the Annual Meeting. Admission will be by ticket only. A form of government-issued photograph identification will be required to enter the

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meeting. Large bags, backpacks, briefcases, cameras, recording equipment and other electronic devices will not be permitted in the meeting, and attendees will be subject to security inspections. The Devens Common Center isOur offices are wheelchair accessible. We will provide, upon request, wireless headsets for hearing amplification.

How do I receive an admission ticket?

If you are a registered stockholder (your shares are held in your name) and plan to attend the meeting, you should bring either the Notice of Internet Availability of Proxy Materials or the top portion of the proxy card, both of which will serve as your admission ticket.

If you are a beneficial owner (your shares are held in the name of a bank, broker or other holder of record) and plan to attend the meeting, you can obtain an admission ticket in advance by writing to Stockholder Services, Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154. Please be sure to enclose proof of ownership, such as a bank or brokerage account statement. Stockholders who do not obtain tickets in advance may obtain them upon verification of ownership at the Registration Desk on the day of the Annual Meeting.

We may also issue tickets to other individuals at our discretion.

Who is entitled to vote?

All holders of record of our $0.10 par value common stock and $2.00 convertible preferred stock at the close of business on March 10, 200811, 2010 will be entitled to vote at the 20082010 Annual Meeting. Each share is entitled to one vote on each matter properly brought before the meeting.

How do I vote if I am a registered stockholder?

Proxies are solicited to give all stockholders who are entitled to vote on the matters that come before the meeting the opportunity to do so whether or not they attend the meeting in person. If you are a registered holder, you can vote your shares by proxy in one of the following manners:

Choosing to vote via the Internet or calling the toll-free number listed above will save us expense. In order to vote online or via telephone, have the voting form in hand and either call the number or go to the website and follow the instructions. If you vote via the Internet or by telephone, please do not return a signed proxy card.

If you received a paper copy of the proxy materials and choose to vote by mail, mark your proxy card enclosed with the Proxy Statement, date and sign it, and mail it in the postage-paid envelope.

If you wish to vote in person, you can vote your shares in person at the Annual Meeting.

How do I specify how I want my shares voted?

If you are a registered stockholder, you can specify how you want your shares voted on each proposal by marking the appropriate boxes on the proxy card. The individuals named as proxies on the proxy card will vote your shares in accordance with your instructions. Please review the voting instructions and read the entire text of the proposals and the positions of the Board of Directors in the Proxy Statement prior to marking your vote.

If your proxy card is signed and returned without specifying a vote or an abstention on a proposal, it will be voted according to the recommendation of the Board of Directors on that proposal. That recommendation is shown for each proposal on the proxy card.

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How do I vote if I am a beneficial stockholder?

If you are a beneficial stockholder, you have the right to direct your broker or nominee on how to vote the shares. You should complete a voting instruction card which your broker or nominee is obligated to provide you. If you wish to vote in person at the meeting, you must first obtain from the record holder a proxy issued in your name.

Under the rules of the New York Stock Exchange (NYSE), brokers that have not received voting instructions from their customers ten days prior to the meeting date may vote their customers’ shares in the brokers’ discretion on the proposals regarding routine matters, which in most cases includes the election of directors and the ratification of the appointment of the independent registered public accounting firm.

Under NYSE rules, the election of directors and the approval of any management or stockholder proposals are considered “non-discretionary” items, which means that your broker cannot vote your shares on these proposals.

What items will be voted upon at the Annual Meeting?

At the Annual Meeting, the following items will be voted upon:

We do not know of any other matter that may be brought before the meeting. However, if other matters are properly presented for action, it is the intention of the named proxies to vote on them according to their best judgment.

What are the Board of Directors’ voting recommendations?

For the reasons set forth in more detail later in the Proxy Statement, our Board of Directors recommends a vote FOR the election of each director, FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 20082010, FOR each of the three amendments to our Amended and Restated Certificate of Incorporation and AGAINST each of the three stockholder proposal.proposals.

How many votes are needed to have the proposals pass?

Director Elections: A majority of votes cast with respect to each director’s election at the meeting is required to elect each director. A majority of the votes cast means that the number of shares votedvotes cast “for” a director must exceed the number of votes cast “against” that director (abstentions and broker non-votes will not be counted as a vote cast with respect to that director) in order for the director to be elected. Abstentions will not be counted as votes cast for or against the director and broker non-votes will have no effect on this proposal.

Ratification of our Auditors: The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required for the ratification of the appointment of our independent registered public accounting firm and the adoption of the stockholder proposal. In determining whether a proposal has received the requisite number of affirmative votes, abstentions will not be counted and will have the same effect as a vote against the proposal.firm. Broker non-votes will not be counted as shares present and entitled to votevote. Abstentions will be counted as votes against this proposal and broker non-votes will have no effect on the outcomethis proposal.

Special Stockholder Meetings: The affirmative vote of the holders of a majority of our outstanding shares entitled to vote on any particularthe matter is required to approve the Certificate of Amendment to our Amended and Restated Certificate of Incorporation to permit 25% of the holders of our outstanding voting shares to call a special meeting. Abstentions and broker non-votes will be counted as votes against this proposal.

Removal of Supermajority Voting Provision – common stockholders: The affirmative vote of the holders of 75% of our outstanding shares is required to approve the Certificate of Amendment to our Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provision applicable to our common stockholders. Abstentions and broker non-votes will be counted as votes against this proposal.

Removal of Supermajority Voting Provisions – preferred stockholders: Both the affirmative vote of the holders of a majority of our outstanding shares entitled to vote on the matter and the affirmative vote of the holders of at least two-thirds of our outstanding shares of preferred stock is required to approve the Certificate of Amendment to our Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions applicable to preferred stockholders. Abstentions and broker non-votes will be counted as votes against the proposal.

Stockholder Proposals: The affirmative vote of the holders of a majority of our outstanding shares present in person or by proxy and entitled to vote on the matter is required for the approval of each of the three stockholder proposals. Abstentions will be counted as votes against these items and broker non-votes will have no effect on this proposal.

How are the votes counted?

In accordance with the laws of Delaware, our Restated Certificate of Incorporation and our Bylaws, for all matters being submitted to a vote of stockholders, only proxies and ballots that indicate votes “FOR,” “AGAINST” or “ABSTAIN” on the proposals or that provide the designated proxies with the right to vote in their judgment and discretion on the proposals are counted to determine the number of shares present and entitled to vote. Broker non-votes are not counted as shares present and entitled to vote but will be counted for purposes of determining quorum (whether enough votes are present to hold the Annual Meeting).

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Can I change my vote after I return the proxy card, or after voting by telephone or electronically?

If you are a stockholder of record, you can revoke your proxy at any time before it is voted at the meeting by taking one of the following three actions:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other holder of record. You may also vote in person at the Annual Meeting if you obtain a legal proxy.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting.

How do I designate my proxy?

If you wish to give your proxy to someone other than the Directors’ Proxy Committee, you may do so by crossing out the names of all three Proxy Committee members appearing on the proxy card and inserting the name of another person. The signed card must be presented at the meeting by the person you have designated on the proxy card.

Who counts the votes?

An independent agent tabulates the proxies and the votes cast at the meeting. In addition, independent inspectors of election certify the results of the vote tabulation.

Is my vote confidential?

Yes, any information that identifies a stockholder or the particular vote of a stockholder is kept confidential.

Who will pay for the costs involved in the solicitation of proxies?

We will pay all costs of preparing, assembling, printing and distributing the proxy materials. We have retained Georgeson Shareholder Communications Inc. to assist in soliciting proxies for a fee of $25,000, plus reasonable out-of-pocket expenses. We may solicit proxies on behalf of the Board of Directors through the mail, in person, and by telecommunications. We will, upon request, reimburse brokerage firms and others for their reasonable expenses incurred for forwarding solicitation material to beneficial owners of stock.

CORPORATE GOVERNANCE AND BOARD MATTERS

Our business is managed under the direction of our Board of Directors pursuant to the Delaware General Corporation Law and our Bylaws. The Board has responsibility for establishing broad corporate policies and for the overall performance of our company. It is not, however, involved in operating details on a day-to-day basis. The Board is kept advised of company business through regular written reports and analyses and discussions with the Chairman and CEO and other officers of Bristol-Myers Squibb, by reviewing materials provided to them and by participating in Board and Board Committee meetings.

The Board of Directors has adopted Corporate Governance Guidelines that govern its operation and that of its Committees. From time to time, our Board revises the Corporate Governance Guidelines in response to changing regulatory requirements, evolving best practices and the concerns of our stockholders and other constituents. TheOur Corporate Governance Guidelines may be viewed on our website at www.bms.com.www.bms.com/ourcompany/governance.

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The Committee on Directors and Corporate Governance continually reviews corporate governance issues. issues and is responsible for identifying and recommending the adoption of corporate governance initiatives. At this Annual Meeting, upon the recommendation of the Committee and the Board, we are asking our stockholders to amend our Amended and Restated Certificate of Incorporation to:

In addition, our Compensation and Management Development Committee regularly reviews compensation issues and recommends adoption of policies and procedures that strengthen our compensation practices. The Compensation Discussion and Analysis beginning on page 25 discusses many of these policies and procedures.

Listed below are some of the significant corporate governance initiatives we have adopted:

In addition, our Compensation and Management Development Committee regularly reviews compensation issues and recommends adoption of policies and procedures that strengthen our compensation practices. The Compensation Discussion and Analysis beginning on page 20 discusses many of these policies and procedures.

Board’s Role in Strategic Planning and Risk Oversight

Our Board meets regularly to discuss the strategic direction and the issues and opportunities facing our company in light of trends and developments in the biopharmaceutical industry. Each year, typically during the second quarter, the Board holds an extensive meeting with senior management dedicated to discussingindustry and reviewing our long-term operating plans and overall corporate strategy. Throughout the year, our Board provides guidance to management regarding our strategy and helps to

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refine our operating plans to effectuate our strategy.general business environment. Our Board has been instrumental in determining our strategy to combine the best of biotechnology with pharmaceuticals to become a best-in-class next generation biopharmaceutical company characterizedcompany. Throughout the year, our Board provides guidance to management regarding our strategy and helps to refine our operating plans to implement our strategy. Each year, typically during the second quarter, the Board holds an extensive meeting with senior management

dedicated to discussing and reviewing our long-term operating plans and overall corporate strategy. A discussion of key risks to the plans and strategy as well as risk mitigation plans and activities is led by an agilethe Chairman and entrepreneurial culture.Chief Executive Officer as part of the meeting. The involvement of the Board in setting our business strategy is critical to the determination of the types and appropriate levels of risk undertaken by the company. As stated in our Corporate Governance Guidelines, our Board is overseeingresponsible for risk oversight as part of its fiduciary duty of care to effectively monitor business operations. Our Board administers its risk oversight function as a whole and through its Board Committees. For example, the implementationAudit Committee regularly discusses with management our major risk exposures, their potential financial impact on our company and our risk mitigation strategies. In addition, the Audit Committee participates in regular reviews of our Productivity Transformation Initiative, which is centralprocess to our strategy.assess and manage enterprise risk management, including those related to market/environmental, strategic, financial, operational, legal, compliance and reputational risks. In addition, each of our fourthe other standing Board committees (the Audit Committee, the Compensation and Management Development Committee, the Committee on Directors and Corporate Governance, and the Science and Technology Committee), regularly meet to discuss the short-term and long-term objectives and to provide oversight for risks relating to the applicable committee’s areas of responsibility and oversight.responsibility.

Director Independence

It is the policy of our Board that a substantial majority of its members be independent from management and the Board has adopted independence standards that meet, and in some areas exceed, the listing standards of the New York Stock Exchange. In accordance with our Corporate Governance Guidelines, our Board undertook its annual review of director independence. Our Board considered any and all commercial and charitable relationships of directors, including transactions and relationships between each director or any member of his or her immediate family and Bristol-Myers Squibb and its subsidiaries, which are described more fully below. Following the review, our Board determined, by applying the independence standards contained in the Corporate Governance Guidelines, which are attached to this Proxy Statement as Annex A, that each of our directors and each director nominee for election at this Annual Meeting is independent of Bristol-Myers Squibb and its management in that none has a direct or indirect material relationship with our company, except for James M. Cornelius. Mr. Cornelius isand Lamberto Andreotti. Messrs. Cornelius and Andreotti are not considered an independent directordirectors because of hisMr. Cornelius’ employment as Chief Executive Officer and Mr. Andreotti’s employment as President, Chief Operating Officer and CEO-Designate of our company.

The independent directors areIn determining that each of Lewis B. Campbell, Louis J. Freeh, Laurie H. Glimcher, M.D., Michael Grobstein, Leif Johansson, Alan J. Lacy, James D. Robinson III, Vicki L. Sato, Ph.D., Togo D. West, Jr. and R. Sanders Williams, M.D. In determining that each director is independent, (with the exception of Mr. Cornelius), the Board considered the following relationships under our categorical standards (see AnnexExhibit A).:

Lead Independent DirectorBoard Leadership Structure

On February 11, 2008, Mr. Robinson retiredOur CEO, James M. Cornelius, also currently serves as ourthe Chairman of the Board and the Board elected Mr. Cornelius to serve as both Chairman of the Board and Chief Executive Officer. TheDirectors. Our Board determined that it was appropriate to combine the roles of Chairman and Chief Executive Officer at this timeCEO to help guide the company through its transition to a next generation biopharmaceutical company. As previously announced, Mr. Cornelius will retire as our CEO on May 4, 2010 and become our Non-Executive Chairman. Lamberto Andreotti will become our new CEO on that date. The Board has determined that it is appropriate to separate the roles of the Chairman and the CEO at this time in view of the completion of our transformation into a good corporate governance measure,next generation biopharmaceutical company and Mr. Cornelius’s retirement as CEO. Mr. Cornelius will coach and mentor Mr. Andreotti as he transitions into his new role as CEO. The Board has determined to maintain a Lead Independent Director at this time because Mr. Cornelius does not meet the New York Stock Exchange standards of independence due to his service as Chief Executive Officer of the company. The independent directors alsohave elected Lewis B. Campbell, the current Chair of the Compensation and Management Development Committee, to serve as the Lead Independent Director. The Lead Independent Director will beis selected annually by the independent directors. The responsibilities of the Lead Independent Director are set forth in Annex B and include:

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Meetings of our Board

Our Board meets on a regularly scheduled basis during the year to review significant developments affecting Bristol-Myers Squibb and to act on matters requiring Board approval. It also holds special meetings when important matters require Board action between scheduled meetings. Members of senior management regularly attend Board meetings to report on and discuss their areas of responsibility. In 2007,2009, the Board of Directors met fourteen13 times. The average aggregate attendance of directors at Board and committee meetings was over 95%93%. No director attended fewer than 75% of the aggregate number of Board and committee meetings during the period he or she served. In addition, our independent directors met in executivenon-management director sessions six times during 20072009 to discuss such topics as our independent directors determined, including the evaluation of the performance of theour Chief Executive Officer. Mr. Robinson, serving as Chairman during these times,Campbell, our Lead Independent Director, presided over these sessions.

Annual Meeting of Stockholders

All of the 2009 nominees for director attended our 2009 Annual Meeting of Stockholders. Directors are strongly encouraged, but not required, to attend the Annual Meeting of Stockholders. In 2007, all of the 2007 nominees for director attended the Annual Meeting of Stockholders.

Committees of our Board

Our Bylaws specifically provide for an Audit Committee, Compensation and Management Development Committee, and Committee on Directors and Corporate Governance, which are composed entirely of independent directors. Our Board of Directors has determined, in its judgment, that all members of the Audit Committee are financially literate and that, all members of the Audit Committee meet additional, heightened independence criteria applicable to directors serving on audit committees under the New York Stock Exchange listing standards. In addition, our Board hadhas determined that Michael Grobstein and Alan J. Lacy each qualify as an “audit committee financial expert” under the applicable SEC rules.

Our Bylaws also authorize the establishment of additional committees of the Board and, under this authorization, our Board of Directors has established the Science and Technology Committee. Our Board has appointed individuals from among its members to serve on these four committees and each

committee operates under a written charter adopted by the Board, as amended from time to time. These charters are published on our website at www.bms.com.Eachwww.bms.com/ourcompany/governance. Each of these Board committees has the resources and authority appropriate to discharge its responsibilities, including the authority to retain consultants or experts to advise the committee.

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On September 12, 2006,January 20, 2009, the Board established a CEO Searchan IPO Committee that was chaired by Mr. Robinsonto determine and whose members includedapprove the chairsterms of the other four Board committees. On April 24, 2007,partial initial public offering of Mead Johnson Nutrition Company. The members of the IPO Committee were Messrs. Grobstein, Cornelius and Campbell. The IPO Committee met twice and upon the electioncompletion of Mr. Cornelius to serve as our Chief Executive Officer, the CEO Searchpartial IPO of Mead Johnson, the Committee was dissolved.

The table below indicates the current members of the Board committees,Audit Committee, Compensation and Management Development Committee, Committee on Directors and Corporate Governance and Science and Technology Committee, the primary responsibilities of each committee and the number of meetings held in 2007:2009:

Committee		Current Members		Primary Responsibilities		No. of Meetings
Compen- sation and Management Development		Lewis B. Campbell (Chair) Michael Grobstein Leif Johansson Vicki L. Sato, Ph.D. Togo D. West, Jr.		•  reviewing, approving and reporting to our Board on our major compensation and benefits plans, policies and programs; •  annually reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of those goals and objectives and		11
				recommending for approval by three-fourths of our independent directors the CEO’s compensation based on this evaluation; •  reviewing and evaluating the performance of senior management; approving the compensation of executive officers and certain senior management; •  overseeing our management development programs, performance assessment of senior executives and succession planning; and •  reviewing and discussing with management the Compensation Discussion and Analysis and related disclosures required for inclusion in our Proxy Statement, recommending to the Board, whether the Compensation Discussion and Analysis should be included in our Proxy Statement, and producing the Compensation and Management Development Committee Report required for inclusion in our Proxy Statement.

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Committee		Current Members		Primary Responsibilities		No. of Meetings
Science and Technology		Laurie H. Glimcher, M.D. (Chair) James M. Cornelius Vicki L. Sato, Ph.D. R. Sanders Williams, M.D. Lamberto Andreotti Elliott Sigal, M.D., Ph.D.*		•   reviewing and advising our Board on the strategic direction of our research and development (R&D) programs and our progress in achieving long-term R&D objectives; •   reviewing and advising our Board on our internal and external investments in science and technology; and •   identifying and discussing significant emerging trends and issues in science and technology and considering their potential impact on our company.		65

Compensation Committee Interlocks and Insider Participation

There were no Compensation and Management Development Committee interlocks or insider (employee) participation in 2007.2009.

Risk Assessment of Compensation Policies and Practices

We have reviewed our material compensation policies and practices and have concluded that these policies and practices are not reasonably likely to have a material adverse effect on the company. Specifically, our compensation programs contain many design features that mitigate the likelihood of inducing excessive risk-taking behavior. These features include:

Criteria for Board Membership

Our Corporate Governance Guidelines contain Board membership criteria that apply to nominees for a position on our Board of Directors. Under these criteria, members of our Board should be persons

of diverse backgrounds with broad experience in areas important to the operation of our company such as business, science, medicine, finance/accounting, law, education or government and should possess qualities reflecting integrity, independence, wisdom, an inquiring mind, vision, a proven record of accomplishment and an ability to work well with others. EachIn addition, each director must represent the interests of our stockholders. We do not have a formal policy on Board diversity as it relates to race, gender or national origin.

Identification and Selection of Nominees for our Board

The Committee on Directors and Corporate Governance periodically assesses the appropriate size of our Board, and whether any vacancies on our Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Committee on Directors

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and Corporate Governance considers candidates for Board membership. Candidates may come to the attention of the Committee on Directors and Corporate Governance through current Board members, third-party search firms, management, stockholders or others. The Chair of the Committee on Directors and Corporate Governance, in consultation with the Chairman and CEO, conducts an initial evaluation of the prospective nominees against the established Board membership criteria discussed above. The Committee reviews the skills of the current directors and compares them against the particular skills of potential candidates, keeping in mind its commitment to maintain a Board with members of diverse experience. Additional information relevant to the qualifications of prospective nominees may be requested from third-party search firms, other directors, management or other sources. After this initial evaluation, prospective nominees may be interviewed by telephone or in person by the Chair of the Committee on Directors and Corporate Governance, the Chairman and CEO and other directors. After completing this evaluation and interview, the Committee on Directors and Corporate Governance makes a recommendation to the full Board as to the persons who should be nominated by our Board, and the full Board determines the nominees after considering the recommendation and any additional information it may deem appropriate.

Alan J. Lacy was initially identified as a potential candidate for election to our Board of Directors by Egon Zehnder International, a search firm retained by the Committee on Directors and Corporate Governance. Togo D. West, Jr. was initially identified as a potential candidate for election to our Board of Directors by Heidrick and Struggles International, Inc., a search firm retained by the Committee on Directors and Corporate Governance.

Stockholder Nominations for Director

The Committee on Directors and Corporate Governance considers and evaluates stockholder recommendations of nominees for election to our Board of Directors in the same manner as other director nominees. Stockholder recommendations must be accompanied by a comprehensive written resume of the recommended nominee’s business experience and background andwith a consent in writing signed by the recommended nominee that he or she is willing to be considered as a nominee and, if nominated and elected, he or she will serve as a director. Stockholders should send their written recommendations of nominees accompanied by the aforesaid documents to the principal executive offices of the company addressed to: Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154, attention: Secretary.

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ITEM 1—ELECTION OF DIRECTORS

Our Board of Directors has nominated teneleven current directors, Lamberto Andreotti, Lewis B. Campbell, James M. Cornelius, Louis J. Freeh, Laurie H. Glimcher, M.D., Michael Grobstein, Leif Johansson, Alan J. Lacy, Vicki L. Sato, Ph. D., Togo D. West, Jr. and R. Sanders Williams, M.D., to serve as directors of Bristol-Myers Squibb. The directors will hold office from election until the 20092011 Annual Meeting. If any nominee is unable to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless our Board of Directors provides for a lesser number of directors.

A majority of the votes cast is required to elect directors. Any nominee forcurrent director who does not receive a majority of votes cast willmust tender his or her resignation as a director within 10 business days after the certification of the stockholder vote. The Committee on Directors and Corporate Governance, without participation by any director so tendering his or her resignation, will consider the resignation offer and recommend to the Board whether to accept it. The Board, without participation by any director so tendering his or her resignation, will act on the Committee’s recommendation at its next regularly scheduled meeting to be held within 60 days after the certification of the stockholder vote. We will promptly disclose the Board’s decision and the reasons for that decision in a broadly disseminated press release that will also be furnished to the Securities and Exchange Commission on Form 8-K. If any nominee is unable to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless our Board of Directors provides for a lesser number of directors.

Listed below is certain biographical information of each of the nominees for election including his or her principal occupation, current directorships and directorships held during the past 5 years of public companies and registered investment advisors and other business affiliations. Also included is a description of the specific experience, qualifications, attributes and skills of each nominee that led the Board to conclude that each nominee is well-qualified to serve as a member of our Board of Directors.

Nominees for Directors

Director since 1998		LEWIS B. CAMPBELL   Mr. Campbell, age 63, has been the Non-Executive Chairman President and Chief Executive Officer since February 1999 of Textron Inc., a multi-industry company serving the aircraft, industrial products and components and financial industries.industries since December 2009. Mr. Campbell served as Chairman and Chief Executive Officer of Textron from February 1999 until his retirement as Chief Executive Officer in December 2009. Mr. Campbell is a member of The Business CouncilCouncil. Mr. Campbell is a demonstrated leader with keen business understanding. With his focus on operational efficiencies at Textron, Mr. Campbell is uniquely positioned to help guide the company through its transition to a biopharmaceutical company. Furthermore, his first-hand knowledge of the many issues facing public companies and The Business Roundtable where he serveshis service on all of our independent Board Committees position him well to serve as our Lead Independent Director. Mr. Campbell is the Security Task ForceChairman of the Board of Directors of Textron Inc. and the International Trade and Investment Task Force. Age 61.previously served as a Director of Dow Jones & Co.
Director since 2005		JAMES M. CORNELIUS   Mr. Cornelius, age 66, has been our Chairman and Chief Executive Officer of our company since February 11, 2008. Mr. Cornelius2008 and served as our Chief Executive Officer since September 12, 2006. From November 2005 through April 2006, Mr. Cornelius served as the Chairman of the Board and Chief Executive Officer (interim) of Guidant Corporation. He served as Guidant’s Non-Executive Chairman of the Board from 2000 until 2005. Mr. Cornelius has been the principal strategist in the company’s transition into a next generation biopharmaceutical company. His extensive understanding of the complex operational, regulatory and financial issues facing pharmaceutical companies and general industry gained while serving in key leadership roles at Eli Lilly and Co. and Guidant Corporation and on the boards of other companies positions Mr. Cornelius well to serve as the Chairman of our Board of Directors. Mr. Cornelius is the Chairman of the Board of Directors of Mead Johnson Nutrition Company and a Director of The DIRECTV Group and Given Imaging Ltd. Age 64.Mr. Cornelius was previously a Director of DirecTV.
Director since 2005		LOUIS J. FREEH   President,Mr. Freeh, age 60, has served as Senior Managing Partner of the Freeh Group International Solutions, LLC, a consulting firm, and Managing Partner, Freeh Sullivan Sporkin, LLP, a law firm, since 2007. Mr. Freeh served as Vice Chairman, General Counsel, Corporate Secretary and Ethics Officer to MBNA Corporation, a bank holding company, from 2001 until its acquisition by Bank of America in January 2006. He served as FBI Director from 1993 to 2001 and previously as a U.S. District Judge, Assistant U.S. Attorney and FBI Special Agent. Mr. Freeh brings a unique perspective to our Board based on his extensive experience as a former federal judge, FBI director and general counsel, particularly with respect to matters relating to law, corporate governance, compliance and regulatory matters. He has a demonstrated record of integrity and independence. Mr. Freeh is a Director of Wilmington Trust and previously served as a Director of Fannie Mae, a shareholder-owned company that operates in the secondary mortgage market. Mr. Freeh serves as a Consultant for Daimler AG, formerly DaimlerChrysler AG,Viisage Technology, Inc. and E. I. du Pont de Nemours and Company. Age 58.L-1 Identity Solutions.

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Director since 1998		LEIF JOHANSSON   Mr. Johansson, age 58, has been President of AB Volvo and Chief Executive Officer of the Volvo Group, a global commercial transport equipment group, since 1997. Between 1979 and 1997, Mr. Johansson held various executive positions in AB Electrolux, a world leader in appliances, including serving as CEO between 1994 and 1997. He is a Director of Svenska Cellulosa Aktiebolaget SCA, The Confederation of Swedish Enterprise, and a member of the Royal Swedish Academy of Engineering Sciences theand Association of Swedish Engineering Industries, ACEA and ACEA Commercial Vehicles.des Constructeurs Europeens d’Automobiles. He is also a memberChairman of the European Business Roundtable of Industrialists. Age 56. Mr. Johansson is a highly respected global business leader who provides a wealth of management experience and business expertise. Mr. Johansson has a comprehensive understanding of the operational, financial and strategic challenges facing global companies and knows how to make businesses work effectively and efficiently. Mr. Johansson is a Director of AB Volvo and Svenska Cellulosa Aktiebolaget SCA.
Director since 2008		ALAN J. LACY   Mr. Lacy, age 56, has been the Senior Advisor to Oak Hill Capital Partners, L.P., a private equity investment firm, since 2007. From 1994 to 2006, he was employed by Sears, Roebuck and Co., a department store,large retail company, and following its acquisition, Sears Holdings Corporation, a large broadline retailer. Mr. Lacy held executive level positions of increasing responsibility in finance and operations, including his service as Chief Executive Officer from 2000 to 2005. He also served as Vice Chairman of Sears Holdings Corporation from 2005 to 2006.2007. He is Chairman of the Board of Trustees of the National Parks Conservation Association. Mr. Lacy brings to the Board extensive business understanding and demonstrated management expertise having served in key leadership positions at Sears Holdings Corporation, including Chief Executive Officer. In addition, his experience as a senior financial officer of three large public companies provides him with a comprehensive understanding of the complex financial and legal issues facing large companies and makes him a key member of the Audit Committee. Mr. Lacy is a highly respected business leader with a proven record of accomplishment. Mr. Lacy is a Director of The Western Union Company and serves on the advisory boardTrustee of Fidelity Investments.Funds. He is alsowas previously a Director of The Economic Club of ChicagoSears Holding Corporation, Sears, Roebuck and serves on the Board of Trustees of The Field Museum of Natural HistoryCo. and The National Parks Conservation Association. Age 54.Sears Canada, Inc.

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Director since 2006		R. SANDERS WILLIAMS, M.D.   Dr. Williams, age 61, has been President and Robert W. and Linda L. Mahley Distinguished Professor of The J. David Gladstone Institutes, a research facility since March 2010. From 2007 to 2010, Dr. Williams was the Senior Vice Chancellor for Academic Affairs at Duke University Medical Center since 2007 and Dean of Duke University School of Medicine from 2001 to 2007. Dr. Williams joined the Duke faculty in 1980 as an assistant professor of medicine, physiology and cell biology. Dr. Williams is a Director of Laboratory Corporation of America, and is a Consultantconsultant to Phrixus, Inc. HeInc and the Taylor Companies. Dr. Williams has served recently on the Director’s Advisory Committee of the National Institutes of Health and the Board of External Advisors to the National Heart, Lung and Blood Institute. HeDr. Williams is also a member of the InstituteInstitutes of Medicine of the National Academy of Sciences and a fellow of the American Association for the Advancement of Science. Age 59.With his medical expertise, leadership of clinical care programs and research experience in biology, Dr. Williams brings a valuable perspective to our Board and is a key member of the Science and Technology Committee. In addition, his experience as a practicing physician provides unique insight into the challenges facing patients. Dr. Williams is a Director of Laboratory Corporation of America.

Communications with our Board of Directors

The Committee on Directors and Corporate Governance has created a process by which an interested party may communicate directly with our non-management directors. Any interested party wishing to contact a non-management director may do so in writing by sending a letter to:

[Name of Director]

c/o Corporate Secretary

Bristol-Myers Squibb Company

345 Park Avenue

New York, NY 10154

Any matter relating to our financial statements, accounting practices or internal controls should be addressed to the Chair of the Audit Committee. All other matters should be addressed to the Chair of the Committee on Directors and Corporate Governance. Our Corporate Secretary reviews all correspondence and regularly forwards to our Board a summary of all such correspondence and copies of all correspondence that, in the opinion of our Corporate Secretary, deals with the functions of

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our Board or its committees, or that our Corporate Secretary otherwise determines requires Board attention. Directors may at any time review a log of the correspondence we receive that is addressed to members of the Board and request copies of any such correspondence.

Codes of Conduct

Our Board of Directors has adopted the Standards of Business Conduct and Ethics that sets forth important company policies and procedures in conducting our business in a legal, ethical and responsible manner. These standards are applicable to all of our employees, including the Chief Executive Officer, the Chief Financial Officer and the Controller. In addition, the Audit Committee has adopted the Code of Ethics for Senior Financial Officers that supplements the Standards of Business Conduct and Ethics by providing more specific requirements and guidance on certain topics. The Code of Ethics for Senior Financial Officers applies to the Chief Executive Officer, the Chief Financial Officer, the Controller, the Treasurer and the heads of major operating units. Our Board has also adopted the Code of Business Conduct and Ethics for Directors that applies to all directors and sets forth guidance

with respect to recognizing and handling areas of ethical issues. The Standards of Business Conduct and Ethics, the Code of Ethics for Senior Financial Officers and the Code of Business Conduct and Ethics for Directors are available on our website at www.bms.com.www.bms.com/ourcompany/governance. We will post any substantive amendments to, or waivers from, applicable provisions of our Standards of Business Conduct and Ethics, our Code of Ethics for Senior Financial Officers, and our Code of Business Conduct and Ethics for Directors on our website at www.bms.com/aboutbms/corporate_governance/data/ourcompany/governance within two days following the date of such amendment or waiver.

Employees are required to report any conduct they believe in good faith to be an actual or apparent violation of our Codes of Conduct. In addition, as required under the Sarbanes-Oxley Act of 2002, the Audit Committee has established procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by company employees of concerns regarding questionable accounting or auditing matters.

Related Party Transactions

The Board has adopted written policies and procedures for the review and approval of transactions involving the company and related parties, such as directors, executive officers and their immediate family members. The policy covers any transaction or series of transactions (an “interested transaction”) in which the amount involved exceeds $120,000, the company is a participant, and a related party has a direct or indirect material interest (other than solely as a result of being a director or less than 10 percent beneficial owner of another entity). All interested transactions are subject to approval or ratification in accordance with the following procedures:

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The Committee on Directors and Corporate Governance has approved the following related party transactionstransaction in accordance with our policy and Bylaws:

Availability of Corporate Governance Documents

Our Corporate Governance Guidelines (including the standards of director independence), Standards of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers, Code of

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Business Conduct and Ethics for Directors, additional policies and guidelines, committee charters, links to Reports of Insider Transactions and listings of our Board of Directors and Executive Officers are available on our corporate governance webpage at www.bms.com/aboutbms/corporate_governance/dataourcompany/governance and are available to any interested party who requests them by writing to: Secretary, Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154.

Compensation of Directors

20072009 Director Compensation Program

We aim to provide a competitive compensation program to attract and retain high quality directors. The Committee on Directors and Corporate Governance annually reviews our directors’ compensation practices and compares them against the practices of the companies in our peer group. Our peer group is listed on page 23.30. The Committee submits its recommendations for director compensation to the full Board for approval.

Management has engaged an outside consultant, Frederic W. Cook & Co., Inc. (FWC) to review market data and competitive information on director compensation. This data indicated thatConsistent with our desire to attract and retain highly skilled and experienced directors, the total direct compensation (cash plus equity) of our directors was ranked last when compared to our peers. The Committee on Directors and Corporate Governance, discussed the need to attract new members to our Board given recent and upcoming retirements of its members. Inin consultation with FWC, the Committee determined that it was appropriate to modifytarget director compensation between the median and 75% of the companies in our peer group. Because the company’s nine non-management directors is fewer than the peer median of 11, the aggregate cost of our director compensation program for 2007 by increasingis between the annual Boardpeer group 25th percentile and committee chair retainersmedian. Messrs. Andreotti and increasing the deferred share unit grant, while eliminating stock option grants. These changes, which were approved by the full Board, resulted in normalized total direct compensation being at approximately 25% of our peers and actual total direct compensation being slightly above the median of our peer group. The difference between normalized and actual compensation is primarily due to the actual amount of per meeting fees paid for Board and committee meetings. Mr. Cornelius doesdid not receive any additional compensation for serving as a director. The Committee believes the total compensation package for directors we offer continues to be reasonable, and appropriately aligns the interests of directors to stockholders by ensuring directors have a proprietary stake in our company.

The components of our standard non-management directors’ compensation for 20072009 were as follows:

Cash Compensation

In 2007,2009, our non-management directors received an annual retainer of $55,000$60,000 and an additional fee of $2,000 for attending each Board meeting, Board Committee meeting, and the Annual Meeting of Stockholders. In addition, the Lead Independent Director and each of the Chairs of the Audit Committee, the Compensation and Management Development Committee, the Committee on Directors and Corporate Governance and the Science and Technology Committee received an annual feeretainer of $15,000. In recognition of their service on the CEO Search Committee, the Board determined it was appropriate to pay the Chair a one-time cash payment of $50,000 and each member a one-time cash payment of $25,000.$20,000.

Deferral Program

A non-management director may elect to defer payment of all or part of the cash compensation received as a director under our company’s 1987 Deferred Compensation Plan for Non-Employee Directors. The election to defer is made in the preceding calendar year in which the compensation is earned. Deferred funds may be credited to one or more of the following funds: a 6-month United States Treasury bill equivalent fund, a fund based on the return on the company’s invested cash or a fund based on the return on our common stock. Deferred portions are payable in a lump sum or in a maximum of ten annual installments. Payments under the Plan begin when a participant ceases to be a director or at a future date previously specified by the director. In December 2009, the 1987 Deferred Compensation Plan for Non-Employee Directors was amended to require all future deferred share units, including the annual award, to be settleable solely in shares of company common stock.

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Equity Compensation

Under the 1987 Deferred Compensation Plan for Non-Employee Directors, on February 1, 2009, all non-management directors received an annual award of 3,500 deferred common share units on February 1, 2007, the value of which is determined by the value of our common stock.valued at $110,000. These deferred common share units are non-forfeitable at grant.

Stock option grants In addition, our directors determined that it was more equitable to non-managementgrant new directors were eliminated in 2007.a pro-rata portion of the annual deferred share unit award at the time the director joins the company’s Board.

Share Retention Requirements

AllIn 2009, all non-management directors mustwere required to acquire a minimum of 5,000 BMS shares and/or share units within three years of joining the Board and must maintain this ownership level while serving as a director. We requirerequired that 25% of the annual retainer be deferred and credited to a deferred compensation account, the value of which is determined by the value of our common stock, until a non-management director has attained ownership of 5,000 BMS shares or share units. All of our current directors, except for Secretary West who joined the Board on January 22, 2008, have met our share retention requirements.

Charitable Contribution Programs

Each current director participates in our Director’sDirectors’ Charitable Contribution Program. Upon the death of a director, we will donate up to an aggregate of $500,000 to up to five qualifying charitable organizations designated by the director. Robert E. Allen, who retired as a director on May 1, 2007, and Mr. Robinson participate in our legacy Director’s Charitable Contribution program which was partially funded by life insurance policies. The policies provide for a $1 million death benefit. Upon the death of a director, we will donate one-half of the $1 million benefit to one or more qualifying charitable organizations designated by the director. The remaining one-half of the benefit is contributed to the Bristol-Myers Squibb Foundation, Inc. for distributions according to the Foundation’s program for charitable contributions. We eliminated the use of life insurance policies in 1993. Individual directors derive no financial or tax benefit from this program since the tax benefit of all charitable deductions relating to the contributions accrues solely to us.

Each director was also able to participate in our company-wide matching gift program in 2007.2009. We matched dollar for dollar a director’s contribution to qualified charitable organizations up to $20,000 and to qualified educational organizations up to $20,000. This benefit was also available to all company employees. ThreeIn 2009, each of the following directors participated in our matching gift programs as indicated in 2007: Mr.the Director Compensation Table below: Messrs. Campbell, Dr.Freeh, Grobstein and Lacy and Drs. Glimcher and Mr. Robinson.Williams.

Chairman2010 Director Compensation

James D. Robinson III was electedIn December 2009, the Committee on Directors and Corporate Governance reviewed market data and other analyses prepared by FWC. FWC recommended that the directors continue to be positioned at between the 50^th and 75^th percentile amongst peers, and that no significant changes to the compensation levels be made at this time. To simplify our directors compensation program, FWC recommended eliminating per meeting fees and introducing committee membership retainers. Based on this analysis, the Committee recommended, and the Board approved, effective January 1, 2010, that the non-employee directors be compensated as follows:

The Board also approved modifications to the Board’s share retention guidelines to denominate the ownership threshold in a dollar value and to require directors to retain a greater value in shares. Directors are now required to hold at least $300,000 worth of company stock or stock units. All of our current directors have met our share retention requirements. In addition, all future grants of deferred share units will be settleable solely in shares of common stock as opposed to cash, which is better aligned with stockholders’ interests. The Board also eliminated the Charitable Contributions Program that provided for a death benefit to one or more charitable organizations for all new directors. Thus, the only perquisite that is offered to directors (which is also offered to all employees of the company) is participation in the company’s matching gift program.

Compensation of the Non-Executive Chairman

On May 4, 2010, Mr. Cornelius will become our Non-Executive Chairman of our Board on June 15, 2005 and served as our Chairman until February 11, 2008. In connection with his election, we entered into a Restricted Stock Unit Agreement with Mr. Robinson that granted him 40,000 restricted stock units, payable in cash. Pursuant to his agreement, the restricted stock units vested 50% on the 2007 annual meeting and will vest 50% on the 2008 annual meeting, provided Mr. Robinson remains a director until the 2008 annual meeting.Board. As Non-Executive Chairman, Mr. Robinson hadCornelius will have significantly greater responsibilities than other directors, including presiding over executive sessionschairing the Office of the non-management directors,Chairman to meet on a regular basis with the CEO on the most critical strategic issues and transactions, serving as a liaison between the CEO and the independent directors, frequently discussing the strategy and direction of the company with senior management, serving as Chairman of the CEO Search Committee and serving as a non-voting member,ex-officio,, of all Board committees. As a member,ex-officio, he did not receive per meeting fees for his attendance at Board committee meetings. Due to Mr. Robinson’s additional responsibilities as Chairman, he received an annual chair retainer of $360,000 per year in addition to the standard compensation all independent directors receive.

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2008 Director Compensation

In January 2008, the Committee on Directors and Corporate Governance reviewed competitive information indicating that because of our relatively small Board size, the amount of work performed by our directors is greater than at peer companies. The Committee reviewed market data and other analyses prepared by FWC and, upon consultation with FWC, the Committee determined that it was appropriate to target director compensation between the median and 75% of the companies in our peer group. Following the Committee’s recommendation, the full Board determined that the 2008 director compensation program will include:

Management Development Committee. In addition to the Lead Independent Director willstandard Board compensation all non-employee directors receive, the Board approved, based on a recommendation by FWC, an annual Non-Executive Chairman retainer of $20,000. Beginning$200,000, paid quarterly, of which 50% will be paid in 2008,cash and 50% in shares of company common stock. The Board also recognized that during a transition period, Mr. Cornelius will spend additional time working with the company-wide matching gift programsnew CEO on transitional and other company matters. For these services, upon consultation with FWC, the Board approved an annual Transitional Non-Executive Chairman retainer of $175,000, paid quarterly, of which 50% will be paid in cash and 50% in shares of company common stock. Mr. Cornelius will also be reimbursed for charitable organizationsbusiness travel and educational organizations were combined. Under the combined program, we will match dollar for dollar, a director’s contributionsoffice space, utilities, supplies and administrative support for his work related to charitable or educational organizations up to $20,000. This same benefit is available to all company employees.matters.

Director Compensation Table

The following table sets forth information regarding the compensation earned by our directors in 2007:2009:

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EXECUTIVE COMPENSATION

Compensation Discussion and AnalysisCOMPENSATION DISCUSSION AND ANALYSIS

IntroductionINTRODUCTION

This Compensation Discussion and Analysis (CD&A) aims to explain to our stockholders how our compensation program is designed and how it operates with respect to our Named Executive Officers (our CEO, our former CFO who resigned from the company effective December 31, 2009, and the three other most highly paid executives of our company).

Our CD&A first describes our executive compensation philosophy and how we design our compensation program, with a discussion focusing on the main components of our compensation program. We then detail the process for, and analyze the Committee’s determinationdeterminations made by the Compensation and Management Development Committee (the “Committee”) of the resultant compensation of our Named Executive Officers. Finally, we discuss our 20082010 compensation and benefit program changes, outline other benefits we provide to our Named Executive Officers and describe several of our key executive compensation policies.

Executive SummaryEXECUTIVE SUMMARY

In 2009, we successfully completed our transformation to a next-generation biopharmaceutical company facilitated by three significant accomplishments:

As described in more detail below, in 2009, our Named Executive Officers were compensated based on the successful implementation of our strategy and the strong financial performance of the company. In addition, our compensation program was aligned with strengthening our pay-for-performance philosophy, reducing costs of the compensation program and delivering stockholder value.

20072009 Financial Performance

Our executive compensation program (and therefore the compensation of our Named Executive Officers) is directly tied to the financial performance of our company. As described in more detail below,The successful implementation of our strategy, the Committee made pay decisions based on our financial performance for 2007 including:

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These actions, which are aligned with our three-year Productivity Transformation Initiative to reduce costs, streamline operations and rationalize global manufacturing, are discussed in more detail latermetrics used in our CD&A.incentive programs, in conjunction with the long-term vesting of equity awards and the use of share ownership and retention guidelines, are appropriate and do not encourage excessive risk-taking behaviors.

Executive Compensation PhilosophyEXECUTIVE COMPENSATION PHILOSOPHY

Our executive compensation philosophy is based on two core elements: to pay for performance and to provide a competitive compensation package. Each of these elements is described below.below:

Pay for Performance: We structure our compensation program to align the interests of our senior executives with the interests of our stockholders. We believe that an employee’s compensation should be tied directly to helping us achieve our mission and deliver value to our stockholders. Therefore, a significant part of each executive’s pay depends on his or her individual performance against financial and operational objectives as well as meeting key behavioral standards. We also believe that a significant amount of compensation should be at risk. A substantial portion of an executive’s compensation, therefore, is in the form of equity awards that tie the executive’s compensation directly to creating stockholder value and achieving financial and operational results.

Competitive Pay: We believe that a competitive compensation program is an important tool to help attract and retain talented employees capable of leading our business in the highly complex and competitive business environment in which we operate. We aim to pay our executives at approximately the median level of pay of our peer group when targeted levels of performance are achieved. In certain circumstances, we may target pay above or below the competitive median to help attract or retain executives, as necessary, or to recognize differences in their qualifications, responsibilities, role criticality and/or potential. By providing compensation that is competitive with our peer companies, we reduce the risk that our executives can be recruited away.

OurIn addition, our compensation program is also designed with the following principles in mind:

We believe our compensation program is designed so as not to encourage executives to take unreasonable risks that may harm stockholder value. We have achieved this by striking an appropriate balance between short-term and long-term incentives, by using a diversity of metrics to assess performance under our incentive programs and by using different forms of long-term incentives, by placing caps on our incentive award payout opportunities, and by having stock ownership and stock retention requirements.

Our Compensation Program DesignOUR COMPENSATION PROGRAM DESIGN

This section will explain how we determine the design of our executive compensation program. We believe our compensation program is reasonable and appropriate because it is aligned with our business goals to achieve our mission and deliver value to our stockholders.

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Compensation and Management Development Committee

The Compensation and Management Development Committee (“Committee”) is responsible for providing oversight of our executive compensation program for the Named Executive Officers as well as other members of senior management. The Committee is responsible for recommending the compensation of the Chief Executive Officer and approving the compensation of all of the other Named Executive Officers.

The Committee annually reviews and evaluates the executive compensation program to ensure that the program is aligned with our compensation philosophy. The “Committees of Ourour Board” section on page 78 discusses the duties and responsibilities of the Committee in more detail.

Compensation Consultant

In September 2009, the Committee retained Compensation Advisory Partners, LLC (CAP) as its independent compensation consultant to provide executive compensation services to the Committee. The Committee has retaineddecided to retain CAP as its independent compensation consultant when the individual consultants that the Committee had worked with since 2002 left Mercer (US) Inc. as its compensation, the Committee’s former consultant, since October of 2002. Mercerto form CAP.CAP is not affiliated with Mercer. CAP reports directly to the Committee and the Committee directly oversees the fees paid for services provided to the Committee.by CAP. The Committee instructs MercerCAP to give advice to the Committee independent of management and to provide such advice for the benefit of our company and stockholders. CAP does not provide any consulting services to the company beyond its role as consultant to the Committee.

Prior to September 2009, Mercer assisted(US) Inc. served as the Committee’s compensation consultant. While the members of the Mercer consulting team giving advice to the Committee by providingcould not provide any other service to the followingcompany, our company business units were able to retain other Mercer consultants for discrete human resource services in 2007:the U.S. and abroad. Our business units were required to engage in a competitive bidding process when selecting a company to provide human resource services and Mercer was able to submit a bid along with other viable competitors. The Committee reviewed the overall fees incurred by the Committee and the fees incurred by company business units for services provided by Mercer. While the Committee did not pre-approve the non-executive compensation services, it reviewed Mercer’s internal guidelines and practices to guard against conflicts and to ensure the objectivity of their advice. The Committee believes that the services Mercer provided to company business units did not impact the advice Mercer provided to the Committee on executive compensation matters.

During the time Mercer served as the Committee’s consultant in 2009, the fees paid to Mercer were as follows:

In 2009, the compensation consultants retained by the Committee:

Our company divisions may retain Mercer consultants for discrete human resource services in2009 at the U.S. and abroad. The membersrequest of the Mercer consulting team giving advice to the Committee, however, may not provide any other service to our company. We engage in a competitive bidding process when selecting a company to provide human resource services to our divisions. If Mercer wishes to provide such services, it must bid on the services, along with other viable competitors. Through this bidding process, our company divisions have selected, from time to time, consultants other than Mercer to perform human resource services. The Committee annually reviews the overall fees incurred by the Committee and the fees incurred by company divisions for services provided by Mercer. In addition, Mercer follows rigorous internal guidelines and practices to guard against any conflict and to ensure the objectivity of their advice. The Committee regularly reviews these guidelines and practices and believes that the services Mercer provides to company divisions do not impact the advice Mercer provides to the Committee on executive compensation matters.Committee.

Role of Company Management

The CEO makes recommendations to the Committee concerning the compensation of the other Named Executive Officers and other senior management. In addition, the CEO and CFO are involved in setting the business goals that are used as the performance goals for the annual and long-term incentive plans, subject to Committee approval. The Senior Vice President of Human Resources works closely with the Committee, Mercerthe Committee’s compensation consultant and management to (i) ensure that the Committee is provided with the appropriate information to make its decisions, (ii) propose recommendations for Committee consideration, and (iii) communicate those decisions to management for implementation.

Peer Group Analysis

Our executive compensation program seeks to provide total compensation, when targeted levels of performance are achieved, at approximately the median of the pay levels provided by a designated peer group of

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U.S. companies. Specifically, we target the competitive pay median on two levels:We define total cash compensation (baseas base salary plus annual target bonus) and total direct compensation (total cash compensationbonus plus the target value of long-term incentives).incentives. We use competitive median pay levels to maintain our compensation program guidelines on an annual basis (i.e., our salary structure, the leveling of our positions, our annual target bonus levels, and our long-term incentive award guidelines). We also use competitive pay levels to help in determining individual pay decisions (i.e., base salary levels, the size of salary adjustments, and the size of long-term incentive awards). Paying at the competitive median when targeted levels of performance are achieved allows us to attract and retain the talent we need to run the business while also enabling us to maintain a competitive cost base with respect to compensation expense.

Peer Group

Our peer group consistsin 2009 consisted of the following companies:

We believe this peer group iswas appropriate given the unique nature of the pharmaceutical/biotechnology industry. We note that the companies in our peer group vary in size, but we do not believe that company size should be a primarythe only factor in determining oura peer group. Instead, we believe emphasis should be placed on whether a company competes directly with us for unique pharmaceutical/biotechnology talent. The companies in our 2009 peer group representrepresented our primary competitors for executive talent and operateoperated in a similarly-complexsimilarly complex regulatory and research-driven environment. We monitor the composition of our peer group regularly and will make changes when appropriate. For example,2010, we added Amgen towill change our peer group when Amgen established a prominent presencein light of consolidations in the industry and became a competitor for talent. We believe it is critical to pay at a competitive level relative to this peer groupthat occurred in order to attract and retain the talent we need; therefore, we target Named Executive Officers’2009.

The Committee’s compensation at the median of our peer group.

Mercerconsultant annually conducts a review of the compensation for our Named Executive Officers using compensation information compiled from the proxy statement disclosures of our peer group. Non-U.S. peer companies have historically been excludedThe following table shows the competitive pay position of our Named Executive Officers in 2009:

DETERMINING THE INDIVIDUAL COMPENSATION OF OUR EXECUTIVES

This section will explain how the 2009 compensation was determined for each of our Named Executive Officers, including our former CFO who resigned effective December 31, 2009.

Our executive compensation program is designed to provide value to the executive based on the extent to which (i) individual performance, (ii) company performance versus annual budgeted financial targets and (iii) total return to stockholders (stock price appreciation plus dividends) meet, exceed or fall short of expectations. We believe this approach, with a significant emphasis on long-term compensation, serves to focus the efforts of our executives on the attainment of sustained long-term growth and profitability for the benefit of our company and our long-term stockholders.

Performance Management System

Our performance management system involves an annual review of all executives, including the Named Executive Officers, which measures individual performance over the course of the previous year. The system assists in ensuring that each executive’s compensation is tied to the financial and operational performance of the company, to stockholder return, and to the executive’s demonstration of the Core BMS Behaviors and the values embodied in the BMS Commitment. Each executive was assessed on both “Results” and “Behaviors”. The Committee conducted the assessment process for our CEO. The CEO conducted the assessment for Mr. Andreotti and Dr. Sigal. Mr. Hooper’s assessment was conducted by his first-level manager (Mr. Andreotti) and reviewed by the CEO. Mr. Huet, our former CFO, was not assessed due to his resignation from our compensation reviews becausecompany. The assessment for Messrs. Andreotti and Hooper and Dr. Sigal was then reviewed and approved by the compensation information for these companies is not as readily available.Committee.

The ComponentsCommittee used these assessments as the basis for making individual compensation decisions.¹ The assessments described below pertain to 2009 performance and were used to help the Committee determine the size of each Named Executive Officer’s 2009 annual bonus payment. Prior-year assessments, as disclosed in our 2009 proxy statement, were used by the Committee to determine the size of each Named Executive Officer’s 2009 stock option and restricted stock unit awards, which were granted in March of 2009. Prior-year assessments were also used to determine eligibility for the flat 2% merit increase as described earlier, which were effective in April of 2009.

Individual Performance

When determining the individual compensation decisions, the Committee considered the strong financial performance of the company against preset targets as set forth on page25. In addition to the company’s financial performance, the Committee considered individual performance factors when determining 2009 annual incentive payments (as well as 2010 equity awards), including general operational goals, such as increasing sales of our 2007 Compensation Programproducts, which had a direct impact on the preset financial goals.

For Mr. Cornelius, the Committee considered the successful transformation to a pure biopharmaceutical company through the partial initial public offering and subsequent split-off of the Mead Johnson business unit and the successful implementation of the “String of Pearls” strategy through the acquisition of Medarex, Inc. and the licensing deals with Teijin Pharma Limited, ZymoGenetics and Alder Biopharmaceuticals. The Committee also considered his demonstrated commitment to the highest standards of transparency, ethics and integrity.

For Mr. Andreotti, the Committee considered the increase in worldwide sales of several key products, his leadership in taking steps to mitigate the impact of the upcoming loss of exclusivity for Plavix^® in the U.S., his strong leadership in driving broad cultural and operational changes consistent with our biopharma strategy, particularly in the areas of talent management, decision-making and the furthering of continued efficiencies in the company’s manufacturing network.

For Dr. Sigal, the Committee considered his performance in exceeding the company’s goals for sustaining the R&D pipeline by (i) advancing 4 products to full development versus a target of 3, (ii) producing 14 Early Candidate Nominations versus a target of 13 and (iii) achieving 15 first-in-human submissions versus a target of 8. In addition, the Committee considered his strong leadership of the R&D organization to deliver a high level of productivity while building one of the strongest near-term pipelines in the industry.

For Mr. Hooper, the Committee considered the increase in U.S. sales of several key products. The Committee also considered his strong leadership in driving culture change and energizing employees to deliver strong performance in an increasingly complex and competitive environment.

THE COMPONENTS OF OUR 2009 COMPENSATION PROGRAM

The main components of our executive compensation program are:in 2009 were:

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The following chart shows the 20072009 compensation mix for these elements based on targeted compensation for allour Named Executive Officers including our CEO:Officers:

This target mix supports the core elements of our executive compensation philosophy by emphasizing long-term incentives while providing competitive short-term components. Below, we explain how each of these components is set and describe certain changes we made to these components in 2007.2009. The changes noted were implemented to provide for the continued alignment of our compensation program with the core elements of our compensation philosophy. The specific pay decisions with respect to theour Named Executive Officers are detailed in the next section.also detailed.

Base Salary—

Base salaries are a tool used both to help keep us competitive and to help us retain talent. The base salaries of our executives are set based primarily upon the pay levels of comparable positions within our peer group and the unique qualifications and experience of the individual executives. Merit increases for our executives are determined based upon both the performance of an individual and the size of our merit increase budget in a given year. We review results of surveys that forecast what other companies’ salary increase budgets will be. We typically set our annual salary increase budgets based upon the median of such forecasts. Salary adjustments are also typically granted when executives assume significant increases in responsibility.

In 2009, we scaled back our merit budgets relative to the competitive median as a cost-savings measure. Within the U.S., we granted flat 2% merit increases to employees who were rated as fully performing or higher on both Results and Behaviors. Employees rated below the fully-performing level typically received no salary increase. Consistent with this policy, Mr. Andreotti, Dr. Sigal and Mr. Huet each received a 2% salary increase on April 1, 2009, their regularly-scheduled merit review date. Mr. Cornelius elected not to receive a salary increase in 2009.

Mr. Hooper received a 14.3% salary increase on March 3, 2009 in connection with his promotion to the position of President, Americas. In his new role, Mr. Hooper assumed general management responsibility for Canada, Latin America, the Middle East, Africa and certain distributor markets, in addition to maintaining his responsibility for U.S. Pharmaceuticals. Mr. Hooper’s new total

compensation package was positioned at the competitive median of our peer group for similarly-sized general management positions.

Annual Incentives

Annual Incentives—Annual incentive awards are designed to reward the Named Executive Officers for achieving short-term financial and operational goals and to reward their individual performance, consistent with our pay for performancepay-for-performance philosophy. A Named Executive Officer’s annual incentive award opportunity is expressed as a percentage of his/her base salary as determined by the individual’s jobgrade level.

In 2007, we established thatUnder the financial portion of the annual incentive program would be based on performance against targeted non-GAAP diluted earnings per share. In prior years, the financial portion was based on non-GAAP pre-tax earnings. We made this change because the earnings per share measure more closely aligns annual incentive payouts with the creation of stockholder value. If actual company’s 2009 bonus plan design, as described earlier, three corporate-wide measures—non-GAAP diluted earnings per share do not reach(weighted 50%), net sales, net of foreign exchange (weighted 25%) and working capital plus capital expenditures as a targeted minimum threshold level, no award payments willpercent of net sales, net of foreign exchange (weighted 25%)—serve to fund the company’s bonus pool. Individual target bonuses, in turn, may be made.

Additionally, in 2007, because total direct compensation for our senior executives was belowincreased or decreased based upon the median of our peer group, annual incentive targets were increased for our senior executives (except for our CEO), by 10 percentage points. This action enabled us to bring the total cash compensation ofcompany’s performance against these executives to approximately the competitive median.

Long-Term Incentives—Long-term incentives are designed to tie executive interests to the interests of our stockholders. The ultimate value of long-term awards is driven by stock price, which provides a direct link to the creation of stockholder value. In addition, our long-term incentive program is designed to reward individual performance. We offer three long-term award vehicles, each of which serves a different purpose.

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The following graph shows the 2007 target mix of our long-term incentives for all Named Executive Officers including our CEO:

Long-Term Performance Award: This type of award, which is denominated in the form of a target number of performance shares, is based on three-year performance cycles. The target number of performance shares in an executive’s award is tied to his or her grade level. The higher an executive’s grade level, the larger the target award because executives in successively higher grade levels have correspondingly greater levels of responsibility.

In 2007, the Long-Term Performance Award design for the 2007-2009 performance period (and for subsequent periods, as deemed appropriate by the Committee) was modified such that the Committee will approve annual earnings per share and sales targets at the beginning of eachcorporate-wide measures. Assuming funding of the three years ofbonus pool, the cycle, with final payout made at the end of the three-year performance period. Under the prior program design, three-year cumulative earnings per share and sales targets were set at the beginning of the three-year performance period. This change provides for a better link between performance and payout because it eliminates the need to project performance beyond one year. This closer line of sight will help to avoid situations where unforeseen events lead to performance targets that are either overstated or understated and do not appropriately support the company’s pay for performance philosophy. We also eliminated a feature used in previous years in which payouts were adjusted based upon our three-year total stockholder return versus that of our competitors because, under Internal Revenue Code Section 162(m), we are not permitted to combine a three-year total stockholder return measure with financial goals that are set annually. Given that Long-Term Performance Awards are denominated and paid in shares, however, a strong link to stockholder return remains.

Stock Options: Stock options are granted to executives as an incentive to create long-term stockholder value. The size of the annual awardactual bonus an executive receives is tied to a combination of grade level andbased entirely on individual performance. Within each grade level, we establish a fixed-share guideline award. (For 2008, we shifted to fixed-value guideline awards asAs described above, individual performance is assessed on page 36.) On an individual level, the executive may receive more than or less thantwo dimensions of our performance management process—Results and Behaviors. Additionally, the award guideline, or potentially no award at all, based upon the executive’s performance versus pre-established performance standards (a process which is described in the Performance Management System section below).

The annual stock option awards we grant tobonuses of our Named Executive Officers and other senior executives include performance-based exercise thresholds. To satisfy the exercise threshold, our common stock must close at a price at least 15% above the option exercise price for at least seven consecutive trading days. Although the options vest according to a normal vesting schedule (currently 25% a year over four years), an executiveManagement Council members may not exercise the options unless and until the exercise threshold is satisfied. Therefore, the executive will not realize any value related to these options until

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the stock price appreciates at least 15%. This threshold strengthens the link between the value realized by the executive and the creation of value for the stockholders.

Restricted Stock Units: We grant service-based restricted stock unit awards to assist us in retaining key talent. Annual grants of restricted stock units for Named Executive Officers and other senior management vest one-third per year at the end of the third, fourth, and fifth anniversaries following the date of grant. The size of the annual award an executive receives is determined in the same manner as that described above for stock option awards.

In 2007, we shifted a portion of the dollar value previously allocated to restricted stock units to stock options and Long Term Performance Awards such that time-based restricted stock units will only represent approximately 15% of the target long-term program design for Named Executive Officers. This change further reinforces our pay-for-performance philosophy by increasing the portion of our long-term incentive program that is based on the achievement of performance conditions. Additionally, we increased long-term incentive opportunities by 50% at the Executive Vice President level and by 25% for other executives. This action was taken to enable us to bring the total direct compensation of our executives to approximately the competitive median.

As the chart below details, the use of performance-based exercise thresholds for our stock options, combined with the increased emphasis placed on the Long-Term Performance Award Program in recent years, ensures that approximately 85% of the target long-term incentives mix for all Named Executive Officers including the CEO is tied to specific performance criteria, supporting our pay for performance philosophy.

Determining the Individual Compensation of our Executives

Our executive compensation program is designed to provide value to the executivebe modified up or down based on the extent to which (i) individual performance, (ii) company performance versus annual budgeted financial targets, (iii) longer-term financial performance and (iv) total return to stockholders (stock price appreciation plus dividends) meet, exceed or fall short of expectations. We believe this approach, with its emphasis on long-term compensation, serves to focus the efforts of our executives on the attainment of sustained long-term growth and profitability for the benefit of our company and our long-term stockholders. All elements of executive compensation are reviewed both separately and in the aggregate to ensure that the amount and type of compensation is within appropriate competitive parameters and the program design encourages the creation of long-term stockholder value. The following table shows the competitive pay position of our Named Executive Officers in 2007:

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Performance Management System

Our performance management system involves an annual review of all executives, including the Named Executive Officers, which measures individual performance over the course of the previous year against preset financial and operational objectives. The system assists in ensuring that each executive’s compensation is tied to the financial and operational performance of the company, to stockholder return, and to the executive’s demonstration of the Core BMS Behaviors and the values embodied in the BMS Pledge. The Committee conducts the assessment process for our CEO. The CEO conducts the assessment for all of our other Named Executive Officers, except for Mr. Hooper whose assessment is conducted by his first-level manager and reviewed by the CEO. The assessment for each Named Executive Officer is then reviewed and approved by the Committee.

Each executive is assessed for both “Results” and “Behaviors”. The Committee uses these assessments to help it determine the size of each Named Executive Officer’s merit increase, annual bonus payment, stock options and restricted stock unit awards. Listed below are the key performance results against their objectives for each Named Executive Officer in 2007. The Committee used these results as the basis for making individual compensation decisions in 2007 as detailed below.

James M. Cornelius

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Andrew Bonfield

Lamberto Andreotti

Elliott Sigal, M.D., Ph.D.

Anthony C. Hooper

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2007 Compensation Decisions

Base Salary—A Named Executive Officer’s base salary is determined by an assessment of his/her continued performance against his/her individual job responsibilities including, where appropriate, the impact of such performance on business results, market pay for the position, current salary in relation to the salary range designated for the job, experience and mastery, potential for advancement and the executive’s demonstration of the values and behaviors outlined in the BMS Pledge and Core BMS Behaviors. In addition, the Results and Behaviors assessments under the performance management system are key determinants of the size of the executive’s merit increase, if any. Using these criteria, each of the Named Executive Officers, except for our CEO, received a merit increase in April 2007 based on an assessment of their individual performance and their relative market position. These increases ranged from 4.25% to 4.75% and were within the guidelines established for all employees based upon competitive benchmarking. Our CEO’s 2007 base salary was set in accordance with his employment agreement then in effect as discussed in the next section.

Annual Incentives—A Named Executive Officer’s annual incentive award is based 50% on the company’s actual performance against the pre-established non-GAAP diluted earnings per share target as reviewed by the Board of Directors and 50% on individual performance as described in the Performance Management System section. Additionally, a Named Executive Officer’s annual incentive award payment is modified based on the extent to which the executive meets pre-established diversity placement goals and demonstrates other actions that promote diversity (e.g., ensuring that diversity candidates are considered for developmental opportunities; including diversity candidates in succession plans; mentoring employees with diverse backgrounds; leading an employee affinity group; and holding staff members accountable for advancing our diversity objectives). We place an emphasis on diversity in our annual incentive program because we believe a diverse workforce, which engenders diversity of thought and perspective, is a source for creating a competitive advantage.

We believe this approach for determining incentive award payments balances the need to consider overall company performance, individual results specific to an executive’s functional area of responsibility, and the individual’sexecutive’s ability to achieve results vs. objectives on an individual level while also demonstrating the Core BMS Behaviors. The recommended payments are reviewed and approved by the Committee in Marchthe first quarter of the year following the performance year, withand the awards are paid by March 15^th.

Exercise of Negative Discretion

In March2009, the company exceeded target on all three performance measures. Our annual bonus plan provides that discontinued operations be excluded from financial results for payout purposes. Therefore, the financial measures excluded the performance of 2007, the Mead Johnson business unit, which was split-off from the company on December 23, 2009. The Committee, approved a 2007 threshold levelhowever, determined that because the company managed Mead Johnson for nearly the entire year, it was more appropriate to include the financial performance of performanceMead Johnson for non-GAAP diluted earnings per share of $1.00. This threshold level of performance represented 80% of our 2007 target of $1.25. Achievement below the $1.00 thresholdincentive payout purposes, which would result in nolower payouts. The Committee exercised its negative discretion and reduced the annual incentive payouts to levels that reflect the inclusion of the financial performance of the Mead Johnson business unit.

The table below shows the company’s performance versus target, the factor used to adjust target bonuses and the factor used to fund the company bonus payments.

Diluted earnings per share:As disclosed in our fourth quarter and full-year 2007 earnings release issued on January 31, 2008, 2007 GAAP earnings per share, including discontinued operations, were $1.09. Non-GAAP diluted earnings per share, including discontinued operations were $1.48. Non-GAAP diluted earnings per share exclude specified items. (For a reconciliation of GAAP topool:

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non-GAAP, see the appendices to the earnings release.) In 2007, for incentive plan purposes, one specified item, an impairment charge relating to auction rate securities that reduced GAAP earnings per share by $0.14 was not excluded from performance results for Management Council members. The Committee determined that the compensation of all Management Council members should be negatively impacted by the impairment charge in order to enhance a culture of shared accountability to stockholders. Accordingly, bonus payments and performance share awards for Management Council members, including all of the Named Executive Officers, were based on non-GAAP diluted earnings per share of $1.34 ($1.48 less $0.14).

Actualactual annual incentives paid to theour current Named Executive Officers were based upon an assessment of their individual performance against their objectives as well asare shown in the level to which actual earnings per share compared to target. Following are the 2007 payout details:

For all Named Executive Officers except Mr. Bonfield, bonuses were paid based upon a financial payout factor of 123.1% of target (50% of bonus)table below and individual payout factors ranging from 142% to 160% of target (50% of bonus). The financial payout factor corresponds to the non-GAAP diluted earnings per share achievement of $1.34. The individual payout factors correspond to the individual performance summaries noted above. Mr. Bonfield’s lower bonus payout reflects the Committee’s decision to hold him more directly accountable than the other Named Executive Officers for the impairment charge relating to auction rate securities described above as the treasury function reported to him.

These actual payout amounts shown above are also reported in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column.column:

Consistent with the bonus plan formula described above, each Named Executive Officer’s target bonus was earned at 133.18% based on the company’s strong financial results. Then, an individual performance payout factor was applied to each of the adjusted target bonuses. In determining the individual annual incentives paid to our Named Executive Officers, the Committee considered the 2009 performance of each Messrs. Cornelius, Andreotti and Hooper and Dr. Sigal as described on page 31. The Committee approved individual performance factors ranging between 110% and 150% for each of Messrs. Cornelius, Andreotti and Hooper and Dr. Sigal based on the strong individual performance results. Having resigned at the end of 2009, Mr. Huet was not eligible to receive an annual bonus for 2009.

Long TermLong-Term Incentives—Annual grants

Long-term incentives are designed to tie executive interests to the interests of our stockholders. The ultimate value of long-term performance awards is driven by stock option awardsprice and restricted stockdividends, which provide a direct link to the creation of stockholder value. In addition, our long-term incentive program is designed to reward individual performance. In 2009, we offered three long-term award vehicles, each of which served a different purpose:

The following graph shows the 2009 target mix of our long-term incentives for all Named Executive Officers:

Annual equity award grants are typically made on the first Tuesday in March to coincide with meetings of the Committee and the full Board of Directors. We believe that consistent timing of equity award grants is a good corporate governance practice that reduces the risk inof selecting a grant date with a preferential stock price.

As the chart below details, the use of performance-based exercise thresholds for our stock options, combined with the increased emphasis placed on our Long-Term Performance Award Program in recent years, ensured that approximately 85% of the target long-term incentives mix for all Named Executive Officers, including the CEO, was tied to specific performance criteria, thus supporting our pay-for-performance philosophy.

Long-Term Performance Awards: This type of award, which is expressed in the form of performance share units, is based on three-year performance cycles. The target number of units in an executive’s award is tied to his or her grade level. The higher an executive’s grade level, the larger the target award because executives in successively higher grade levels have correspondingly greater levels of responsibility.

Following is an explanationIn 2007, the Committee modified the design of the long-term award grants and payout calculations relating to the Named Executive Officers:

Long Term Performance Awards:

2005-2007 Award: A long-term performance award was granted in 2005 which coveredprogram. Starting with the 2007-2009 award, the Committee now approves annual performance targets at the beginning of each year of the three-year performance period 2005-2007.cycle. Under the prior design, three-year cumulative targets were set at the beginning of each cycle. The award was based 50% on cumulative non-GAAP diluted earnings per share and 50% on cumulative net sales over the performance period and was subject to a total stockholder return multiplier. We tie long-term performance awards to these performance measures because they are key driverstiming of stockholder value.

Actual cumulative earnings per share for the three-year performance period was $3.92 (including a per share reduction of $0.14 relating to the auction rate securities impairment charge) versus a target of $4.50, for an achievement level of 87.1%. Actual cumulative net sales for the performance period were $57,098 million versus a target of $62,088 million, for an achievement level of 92%. Both of these achievement levels fell below the payout thresholdpayouts remains unchanged under the award. Therefore,new design—awards continue to be payable in the Named Executive Officers and other executives did not receive any payout under this award.

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2006-2008 Award:A long-term performance award was granted in 2006 which coveredyear following the three-year performance period 2006-2008. The award was based 50% on cumulative non-GAAP diluted earnings per share and 50% on cumulative net sales over the performance period and was subject to a total stockholder return multiplier. We believe that the targeted levels of performance are challenging but achievable and reflect anticipated business conditions and changes to our drug portfolio over the performance period. Minimum performance of 92% of target on either the earnings per share or sales portionend of the award is necessarycycle. The new design provides for a thresholdbetter link between performance and payout because it eliminates the need to project performance beyond one year. This closer line of 45% forsight will help to avoid situations where unforeseen events lead to performance targets that portion ofare either overstated or understated and do not appropriately support the award. Maximum performance of 110% of target would resultcompany’s pay-for-performance philosophy. We also eliminated a feature used in a payout of 220% for that portion of the award. Additionally, the final payout isprevious years in which payouts were adjusted by up to +/- 15% based onupon our three-year total stockholder return versus that of our peer group.

Actual cumulative earnings per share for thecompetitors because, under Internal Revenue Code Section 162(m) rules governing performance- based compensation, it was impractical to combine a three-year total stockholder return measure with performance period will be determined after the completion of the three-year cycle, with payout of the award, if any,targets that are set annually. Given that long-term performance awards are denominated and paid in shares, however, a strong link to be made in March 2009. Performance under this plan is currently tracking below target.stockholder return remains.

2007-2009 Award: A long-term performance award was granted in 2007 which covered the three-year performance period 2007-2009. ThisThe 2007-2009 award is based 50% on non-GAAP diluted earnings per share and 50% on non-GAAP net sales. In March 2007,As described earlier, the Committee approved 2007 earnings per share andcompany began using a net sales targets under the 2007-2009 award.performance measure in 2009 that is net of foreign exchange. An achievement of 92% on a given performance measure willwould yield a payout of 45% of target for that portion of the award. Achievement below 92% willwould yield no payout. Achievement levels of 110% or higher willwould yield a maximum payout of 220% for that portion of the award.

Below are the achievement levels for the first year One-third of the award was tied to 2007 targets, one-third to 2008 targets, and the final third to 2009 targets. Payout results relating to 2007 and 2008 were banked, but did not vest until the payable date in 2010. The entire award was paid in March of 2010.

The 2007-2009 award is payable at 163.73% of target award. The following table summarizes the company’s performance cycle:and payout results relating to this award:

2008-2010 Award:The first-year payout under2008-2010 award is similar in design to the 2007-2009 award, was 152.6%,except that the payout schedule differs. Under the 2008-2010 award, achievement of 80% on a given performance measure will yield a payout factorof 40% of target for that portion of the award; achievement below 80% will yield no payout; and achievement levels of 115% or higher will yield a maximum payout of 165% for that portion of the award. The award is based 50% on non-GAAP diluted earnings per share and 50% on non-GAAP net sales. As described earlier, the company began using a net sales performance measure in 2009 that is net of foreign exchange.

Below are the company’s performance and banked payout results for the first two years of the 2008-2010 award:

Special 2008-2010 Award:To drive continued cost reductions and productivity improvements through 2010, we granted a special, one-time long-term performance award in 2008 to all executives worldwide. At the time of grant, approximately 100 of our top executives, including each of our Named Executive Officers, were eligible for long-term performance awards on an annual basis. For this group, the special award was granted in addition to a regular 2008-2010 award and was granted in the same amount as the regular award. In addition, approximately 400 other executives who were not eligible for annual long-term performance awards at the time of grant received this special 2008-2010 award. The special award has the same payout schedule as the regular 2008-2010 award described above. The payout of the special award is tied to the extent that annual cash flow and pretax profit margin goals are achieved over the 2008-2010 performance cycle. The two performance measures are equally weighted. As described earlier, the company used cash flow as a performance measure for the first time in 2008. In that initial year, cash flow was expressed in absolute dollar terms. In 2009, the cash flow performance goal was measured as working capital plus capital expenditures expressed as a percent of net sales.

Below are the company’s performance and banked payout results for the first two years of the 2008-2010 special award:

When this special long-term performance award is taken into consideration, the 2009 target long-term incentive mix of our Named Executive Officers is: 46% long-term performance awards; 41% stock options; and 13% restricted stock units. This results in a long-term incentive mix in which applies87% is performance-based.

2009-2011 Award: The 2009-2011 award has the same payout schedule as both of the 2008-2010 awards. The award is based 50% on non-GAAP diluted earnings per share, 25% on non-GAAP net sales, net of foreign exchange, and 25% on working capital and capital expenditures as a percent of net sales.

Below are the company’s performance and banked payout results for the first year of the 2009-2011 award:

Stock Options: Stock options were granted to executives as an incentive to create long-term stockholder value. The size of the annual award an executive received was tied to a combination of grade level and individual performance. Within each grade level, we established a guideline award. On an individual level, the executive received more than or less than the award guideline, or potentially no award at all, based upon the executive’s performance as described earlier in the “Performance Management System” section on page 31.

The annual stock option awards granted to the Named Executive Officers and to other senior executives included a performance-based exercise threshold. To satisfy the exercise threshold, our common stock must close at a price at least 15% above the option exercise price for at least seven consecutive trading days. Although the options vest according to a normal vesting schedule (25% per year over four years), an executive may not exercise the options unless and until the exercise threshold is satisfied. Therefore, the executive will not realize any value related to these options until the stock price appreciates at least 15%. This threshold strengthened the link between the value realized by the executive and the creation of value for stockholders.

Restricted Stock Units: We granted service-based restricted stock unit awards to assist us in retaining key talent. Annual grants of restricted stock units for Named Executive Officers and other senior management vest one-third per year at the end of the third, fourth and fifth anniversaries following the date of grant. The size of the annual award an executive received was determined in the same manner as that described above for stock option awards.

In 2007, we shifted a portion of the dollar value previously allocated to restricted stock units to stock options and long-term performance awards so that time-based restricted stock units would only comprise approximately 15% of the target award only. The payout onlong-term program design for Named Executive Officers and other senior executives. In 2008 and 2009, we continued this portionpractice to ensure that approximately 85% of the award is fixed, but will not be paid until the completionour long-term program remained performance-based for our senior management team.

2009 Grants of the three-year cycle. In year two of the performance cycle, another one-third of the target award will be tied to 2008 annual targets, and the final one-third of the award will be tied to 2009 annual targets. Upon completion of the three-year cycle, award earnings on each one-third of the award will be tallied and a payout will be made.

Stock Options and Restricted Stock Unit Awards—Units to our NEOs

To further enhance the link between executive pay and the company’s performance against its business strategy, the size of each Named Executive Officer’s stock option grant and restricted stock unit award iswas determined in large part based on the Committee’s assessment of the executive’s performance against objectives that drive our business strategy and demonstration of behaviors consistent with the BMS PledgeCommitment and the Core BMS Behaviors under the performance management system. In March of 2007,2009, the Named Executive Officers (except for the CEO) received stock option grants and restricted stock unit awards ranging from 115%100% to 125%110% of the established guidelines. They received above-guideline awardsguidelines for their leadership in stabilizing the company and laying the groundwork for strong financial results in 2007 following two significant events in 2006: (1) the launch of clopidogrel bisulfate Plavix^®, our largest-selling drug, by a generic competitor; and (2) a management restructuring, including the replacementrespective grade levels. These award levels recognized management’s continued successful execution of the then CEO. Our current CEO’s 2007 stock-based awards are explainedcompany’s biopharmaceutical business strategy and the individual performance described in the CEO Compensation section below.company’s 2009 Proxy Statement.

Compensation of Our CEO

Effective April 26, 2007, James M. Cornelius was appointedIn addition, to serve as our Chief Executive Officer until the date of ourrecognize him for his continued achievement in creating a top-tier R&D pipeline, Dr. Sigal received a special one-time restricted stock unit award on March 3, 2009 annual meeting. Mr. Cornelius had served as Interim CEO of our

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company since September 12, 2006. Upon his appointment as CEO, we enteredvalued at $2 million. When taking this special award into a newconsideration, Dr. Sigal’s total compensation arrangement with him.

The compensation terms for Mr. Cornelius were adjusted as he transitioned from Interim CEO to CEO to reflect his additional responsibilities, such as setting longer-term company strategy, participating more in board activities and greater interaction with the external investment community. The Committee reviewed compensation levels for the CEO position of our peer group and made adjustments to Mr. Cornelius’ fixed and variable compensation components to position his total direct compensation between the 25^th and 50^th percentiles of the peer group. The total cash compensation component of Mr. Cornelius’ pay package was positioned at slightly below the 2575^th percentile of thehis peer group to reflect a heavier emphasis on his long-term compensation, which reinforces his alignment to stockholders.in 2009.

The terms of the new agreement and, to the extent applicable in 2007, the terms of the letter agreement we entered into with Mr. Cornelius when he was appointed Interim CEO (the “Interim CEO Agreement”) are summarized below:

Effective February 11, 2008, Mr. Cornelius was appointed Chairman of the Board and Chief Executive Officer of the company for an undetermined period of time. On March 4, 2008, the Board of

32details).

Directors, upon the recommendation of the Committee, determined Mr. Cornelius’ compensation for 2008 would be as follows:

Other Elements of 2007 CompensationOTHER ELEMENTS OF 2009 COMPENSATION

In addition to the components set above, our senior executives, including all of our Named Executive Officers, were entitled to receive the following benefits and perquisites in 2007:2009:

Post-Employment Benefits

We offer certain plans which provide compensation and benefits to employees who have terminated their employment. These plans are periodically reviewed by the Committee to ensure that they are consistent with competitive practice. The plans offered are common within our peer group and enhance our ability to attract and retain key talent.

Defined Benefit Pension Plans

Our defined benefit plans provide income for employees following retirement. The Retirement Income Plan is a tax-qualified plan, as defined under IRS regulations, and the Benefit Equalization Plan–Retirement Plan is a non-qualified plan that provides pension benefits above those allowed under the contribution limits for tax-qualified plans. All U.S. employees are eligible to participate in both defined benefit plans. The Summary Compensation Table reflects the annual increase in the actuarial value of these benefits. Current accrued benefits for each of the Named Executive Officers are provided in the Pension Benefit Table. (See “Program Changes for 2010” section on page 42 for a description of changes to our pension plans.)

Savings Plans

Our savings plans allow employees to defer a portion of their base salary and to receive matching contributions from the company to supplement their income in retirement. The Savings and Investment

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Program is a tax-qualified 401(k) plan, as defined under IRS regulations, and the Benefit Equalization Plan–Savings Plan is a non-qualified deferred compensation plan that allows employees to defer a portion of their base salary and to receive matching contributions from the company in excess of the contributions allowed under the Savings and Investment Program. The savings plans are designed to allow employees to accumulate savings for retirement on a tax-advantaged basis. All U.S. employees are eligible to participate in both savings plans. The Summary Compensation Table reflects company contributions to these plans during 2007.2009, in the “All Other Compensation” column. The Non-Qualified Deferred Compensation Table provides more detail on the Benefits Equalization Savings Plan. (See “Program Changes for 2010” section on page 42 for a description of changes to our savings plans.)

Annual Incentive Deferral Plan

We maintain a non-qualified deferred compensation program which is available to all executives of the company including the Named Executive Officers. The program provides a benefit to eligible employees by allowing them to defer taxes on earned compensation. This is a common program within the company’s competitive peer group. Under the program, executives are permitted to defer up to 100% of their annual cash incentive awards into a choice of two funds: a Bristol-Myers Squibb common stock unit fund and a U.S. Treasury Bill fund. We do not pay above-market interest rates on these

investments. Upon retirement or termination, the employee is eligible to receive the deferred amounts based on a previously-selected payout schedule. The Committee may approve accelerated distributions in the event of an unforeseeable emergency. In 2007,2009, none of the Named Executive Officers deferred their annual incentive award payments. The Non-Qualified Deferred Compensation Table provides more detail on this program for those Named Executive Officers who participated in the plan in previous years. (See “Program Changes for 2010” section on page 42 for a description of changes to our annual incentive deferral plan.)

Severance Plan

The Bristol-Myers Squibb Senior Executive Severance Plan provides a competitive level of severance protection for certain senior executives to help us attract and retain key talent necessary to run our company. This plan covers 15 executives, including all of the Named Executive Officers except for Mr. Andreotti, who is covered under a separate arrangement. Mr. Andreotti was formerly an Italian employee who was covered by the national collective agreement for Italian executives. Under this agreement, the company and Mr. Andreotti negotiated certain benefits, including severance benefits. When, at the request of the company, Mr. Andreotti became a U.S. employee, we agreed to provide Mr. Andreotti with severance benefits comparable to the benefits to which he was entitled as an Italian employee.¹ The value of this benefit for our named executive officersNamed Executive Officers is shown in the “Post-Termination Benefits” section.section on page 55.

Change-in-Control Arrangements

We have entered into change-in-control agreements with certain executives including all of the CEO and other Named Executive Officers. These agreements enable management to evaluate and support potential transactions that might be beneficial to stockholders even though the result would be a change in control of the company. Additionally, the agreements provide for continuity of management in the event of a change in control. Our agreements require a “double-trigger” before any payments are made to an executive. This means that payments are only made in the event of a change in control and subsequent involuntary termination or termination for good reason of the employee within three years after a change in control.

Consistent with competitive practice, if payments made to a covered officer are subject to excise tax as excess parachute payments by the Internal Revenue Code, we will gross up the compensation to fully offset the excise taxes. However, if the payment does not exceed the excise tax threshold by more than 10%, we will reduce the payment so that no portion of the payment is subject to excise tax and no gross-up would be made. We believe that this is a best practice relating to gross-up provisions in change-in-control arrangements.

The Effective January 1, 2009, change-in-control agreements became effective on January 1, 2007 and extend through December 31, 2007. These agreementswere amended for documentary compliance with Section 409A of the Internal Revenue Code. Agreements are automatically extended beginning on January 1 of the

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following year, in one-year increments unless either the company or the executive gives prior notice of termination of the agreement or a change in control shall have occurred prior to January 1 of such year. If a change in control occurs during the term of the agreement, the agreement shallwill continue in effect for a period of not less than 36 months beyond the month in which such change in control occurred.

The Committee reviews the benefits provided under the agreements on an annual basis to ensure they meet our needs and, with the assistance of its consultant, ensure that the benefits are within competitive parameters. For 2008, the Committee decided to reduce the benefits available to prospective new executives in certain grade levels below the Executive Vice President level. This change was made on the recommendation of Mercer because it determined that the value of the benefits offered at these grade levels was slightly above competitive parameters. The Committee will continue to conduct such reviews on an annual basis to ensure the agreements conform to applicable company policies and competitive practices.The value of this benefit for Named Executive Officers is provided in the “Post-Termination Benefits” section.

As described in the CEO Compensation above, Mr. Cornelius receives the same change-in-control benefits as offered to other Named Executive Officers.section on page 55.

Limited PerquisitesOther Compensation

We eliminated all executive perquisites for Management Council members relating to our 2008 compensation program, including personal air travel on company aircraft, company cars, financial counseling and tax preparation pertaining to tax returns for the 2008 calendar year and later. We also discontinued the purchase of season tickets to cultural and sporting events that were occasionally made available to senior executives. On January 1, 2008, the Named Executive Officers, with the exception of Mr. Cornelius, received base salary increases ranging from 2.0% to 3.5% to partially offset the elimination of these perquisites. The only executive perquisite is an annual physical exam, which we offer to executives who are not Management Council members.

Mr. Cornelius is required to use non-commercial aircraft for all air travel andwas provided with a securitycompany car and driver for ground transportation for security reasons. An independent security study determined that because Mr. Cornelius serves as our CEO, there is a concern that individuals or groups may target him as the personification of our company. These individuals and groups may include criminal groups and militant activists whose motivation can be monetary gain or publicity for their cause. Thein 2009. Personal use of such company aircraft and car and driver is not subject to gross-up for income tax purposes.

In July 2007, Mr. Cornelius entered into an aircraft time sharing agreement with the company that enables him to reimburse us for personal use of company aircraft. For 2007, Mr. Cornelius reimbursed us for all expenses relating to personal air travel under his time sharing agreement ($30,619). Additionally, Mr. Cornelius paid all expenses relating to personal air travel on NetJets ($35,930), a service he used before entering into a time sharing agreement. Under FAA regulations, Mr. Cornelius was not permitted to reimburse us for personal air travel on company aircraft prior to the effective date of his time sharing agreement; therefore, $84,637 of personal air travel expense is reported for Mr. Corneliusdisclosed in the All Other Compensation Detail Table. The majority of these trips relate to weekend flights back and forth to his home residence when he was Interim CEO.

In 2007, we provided a number of personal benefits to the Named Executive Officers, including personal air travel on company aircraft, a company car, financial counseling and tax preparation primarily because it was a common industry practice. Each of thetable. We have eliminated all other executive perquisites was subject to dollar limits. Additionally, there was a limit on the number of flight hours the executive could use for personal air travel. The aggregate incremental cost to the company of providing these benefits is provided in the All Other Compensation Detail Table which accompanies the Summary Compensation Table. We also made available other perquisites and benefits to the Named Executive Officers which did not result in incremental cost to the company such as personal travel on company aircraft for family members (subject to seat availability), physical examinations and tickets to certain cultural and sporting events.

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General Employee Benefits

We maintain medical and dental insurance, accidental death insurance and disability insurance for all of our employees. Our Named Executive Officers are eligible to participate in these programs. In addition, our Named Executive Officers are covered by our vacation, leave of absence and similar policies.other senior executives.

Program Changes for 2008

In connection with our strategy to transform into a next-generation biopharmaceutical company, we implemented several changes to our 2008 compensation program that are aligned with our three-year Productivity Transformation Initiative to reduce costs, streamline operations and rationalize global manufacturing. These program changes are described below:

Additionally, we shifted from granting stock option and restricted stock unit awards based on a fixed-share guideline (based on a fixed number of shares) to awards based on a fixed-value guideline (based on a fixed dollar amount) for the annual awards granted on March 4, 2008. We will continue to grant fixed-value awards for the foreseeable future. We shifted to fixed-value awards to deliver a targeted amount of value to employees at grant date regardless of changes in stock price and option valuation assumptions over time.

Tax Implications of Executive Compensation ProgramTAX IMPLICATIONS OF EXECUTIVE COMPENSATION PROGRAM

Section 162(m) of the Internal Revenue Code includes potential limitations on the deductibility of compensation in excess of $1 million paid to ourcertain Named Executive Officers. A significant portion of the

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compensation we pay to theour Named Executive Officers qualifies as “performance-based compensation” for purposes of Section 162(m) and is, therefore, fully deductible by the company for federal income tax purposes. We view preserving tax deductibility as an important objective, but not the sole objective, in establishing executive compensation. In specific instances, we may authorize compensation arrangements that are not fully tax deductible, but which promote other important objectives of the company. The portions of compensation paid in 2009 to our Named Executive Officers that are not tax deductible include: (a) distributions to Dr. Sigal and Messrs. Cornelius, Andreotti and Hooper pursuant to the vesting of restricted stock units (see Grants of Plan-Based Awards Table and Option Exercises and Stock Vesting Table); and (b) salary amounts in excess of $1 million paid to Dr. Sigal and Messrs. Cornelius and Andreotti (see Summary Compensation Table).

There may be a loss of deductibility on the payout of our 2008-2010 special long-term performance award in 2011 due to the establishment of a metric under the award that did not qualify for deductibility under Section 162(m).

Corporate Policies Covering Executive CompensationAs mentioned earlier, certain 2009 expenses related to the acquisition of Medarex, Inc. and the extension of our agreement with Otsuka to market Abilify^® in the U.S. were excluded from the calculation of payouts under our compensation programs. As a result of this exclusion, there may be a loss of deductibility on the payout of the 2008-2010 regular long-term performance award in 2011 and the payout of the 2009-2011 long-term performance award in 2012. This exclusion also applied to the payout of the 2007-2009 long-term performance award in 2010, for which the company lost deductibility on payments totaling $2.4 million.

2010 MANAGEMENT CHANGES

As previously announced, on May 4, 2010, the date of the Annual Meeting, Mr. Cornelius will retire as Chief Executive Officer of the company. On March 2, 2010, the Board of Directors appointed Lamberto Andreotti as Chief Executive Officer–Designate to provide for a smooth transition. Mr. Andreotti will become the Chief Executive Officer of the company on May 4, 2010 and Mr. Cornelius will become the Non-Executive Chairman of the Board on that date. The Board of Directors has approved Mr. Andreotti’s new compensation package as CEO, effective May 4, 2010, as detailed below:

Mr. Andreotti’s new total compensation package is positioned at approximately the 25^th percentile among CEOs within our current proxy peer group. The Committee believes Mr. Andreotti’s new compensation package positions him appropriately among his peers when taking multiple factors into consideration, including Mr. Andreotti’s new tenure as Chief Executive Officer, peers that hold the dual role of Chairman and CEO, and relative company size.

PROGRAM CHANGES FOR 2010

The company implemented certain changes to our compensation and benefit programs for 2010 to continue driving the successful execution of our biopharmaceutical business strategy. These changes are described below:

Through the redesign of our long-term incentive program, we were able to achieve several objectives that support our biopharmaceutical business strategy: