BRISTOL-MYERS SQUIBB COMPANY
1987 DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
AMENDED EFFECTIVE JANUARY 10, 2006
Section 1 . Effective Date .
The effective date of this Bristol-Myers Squibb Company 1987 Deferred Compensation Plan for Non-Employee
Directors (the “Plan”) is January 20, 1987, except the provisions of Section 12 are effective as of January 1, 2005.
Section 2 . Eligibility .
Any Director of Bristol-Myers Squibb Company (the “Company”) who is not an officer or employee of the Company
or a subsidiary thereof is eligible to participate in the Plan.
Section 3 . Deferred Compensation Account .
There shall be established on the books of the Company for each participant a deferred compensation account in the
participant’s name. At the time a participant commences participation in the Plan, he or she shall elect to have the amounts
deferred under Section 4 credited to his or her account among the notional investments described below. In accordance with the
procedures set forth by the Corporate Secretary’s Office of the Company, (i) a participant may elect to change the allocation of
future deferrals among the notional investments, and (ii) during the deferral period, a participant may reallocate amounts
previously deferred among the notional investments.
the payment date of such dividend. For purposes of this Plan, “Fair Market Value” shall mean the average
of the high and low sale prices of a share of the company’s common stock on the New York Stock
Exchange composite tape on the date of measurement or, if there were no trades on such date, on the day
on which a trade occurred last preceding such date.
Section 4 . Participant Deferrals .
(a) Mandatory Deferrals . The Board of Directors shall determine the number of Share Units payable, as of February 1
of each year, to the participant for membership on the Board of Directors. Such Share Units shall be deferred and
credited to such participant’s deferred compensa