BRISTOL-MYERS SQUIBB COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
AMENDED EFFECTIVE JANUARY 12, 1999
1. Purpose:
The purpose of the Bristol-Myers Squibb Company Non-Employee Directors' Stock Option Plan ("the Plan") is
to secure for Bristol-Myers Squibb Company ("the Company") and its stockholders the benefits of the incentive
inherent in increased common stock ownership by the members of the Board of Directors ("the Board") of the
Company who are Eligible Directors as defined in the Plan.
2. Administration:
The Plan shall be administered by the Board. The Board shall have all the powers vested in it by the terms of the
Plan, such powers to include authority (within the limitations described herein) to prescribe the form of the
agreement embodying awards of stock options made under the Plan ("Options"). The Board shall, subject to the
provisions of the Plan, grant Options under the Plan and shall have the power to construe the Plan, to determine
all questions arising thereunder and to adopt and amend such rules and regulations for the administration of the
Plan as it may deem desirable. Any decision of the Board in the administration of the Plan, as described herein,
shall be final and conclusive. The Board may act only by a majority of its members in office, except that the
members thereof may authorize any one or more of their number or the Secretary or any other officer of the
Company to execute and deliver documents on behalf of the Board. No member of the Board shall be liable for
anything done or omitted to be done by such member or by any other member of the Board in connection with
the Plan, except for such member's own willful misconduct or as expressly provided by statute.
3. Amount of Stock:
The stock which may be issued and sold under the Plan will be the Common Stock (par value $.10 per share) of
the Company, of a total number not exceeding 500,000 shares, subject to adjustment as provided in Paragraph 6
below. The stock to be issued may be either authorized and un