Form of Floating Rate Convertible Senior Debenture Due 2023



 EXHIBIT 4s 
  

(FACE OF DEBENTURE) 
  
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE
THEREOF. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
  
 THIS SECURITY AND THE SHARES OF THE ISSUER’S COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. 
  
 THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY
(A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE 

  









 
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHTS OF THE ISSUER AND THE WITHIN MENTIONED TRUSTEE PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES WHERE REGISTRATION OR TRANSFER OF THIS SECURITY IS REQUIRED,
A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER THE RESALE RESTRICTION TERMINATION DATE UPON THE REQUEST OF THE HOLDER
AND THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER. 
  
 BRISTOL-MYERS SQUIBB COMPANY 
  
 FLOATING RATE CONVERTIBLE SENIOR DEBENTURES DUE 2023 
  
 Principal Amount: $200,000,000 (or such lesser amount 
 as shown on Schedule I hereto) 
  
 No. R-3 
  

	 Issue Date: October 3, 2003
	 	 	 	CUSIP NO.: 10122AM0

  
 BRISTOL-MYERS SQUIBB
COMPANY, a Delaware corporation (the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the Principal Amount (as defined in the Indenture referred to on the reverse side of this Security)
on September 15, 2023. 
  
 This Security shall bear interest as
specified on the reverse side of this Security and in the Indenture. This Security is convertible and is subject to redemption at the option of the Issuer or purchase at the option of the Holder hereof, all as specified on the reverse side of this
Security and in the Indenture. 
  

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 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set forth at this place. 
  

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 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.

  
 Dated: October 3, 2003 
  

		
	By:	 	 
	 	

	 	 	 Name:
	 	Andrew R. J. Bonfield
	 	 	 Title:
	 	Senior Vice President and
Chief Financial Officer


  

	 BRISTOL-MYERS SQUIBB COMPANY

		
	By:	 	 
	 	

	 	 	 Name:
	 	Harrison M. Bains, Jr.
	 	 	 Title:
	 	Vice President and Treasurer


  

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 This is one of the Floating Rate Convertible Senior Debentures due 2023 described in the within-mentioned
Indenture. 
  
 Dated: October 3, 2003 
  

	 JPMORGAN CHASE BANK, as Trustee

		
	By:	 	 
	 	

	 	 	 Name:
	 	L. O’Brien
	 	 	 Title:
	 	Vice President


  

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 REVERSE OF DEBENTURE 
  
 Floating Rate Convertible Senior Debentures due 2023 
  
 This Security is one of a duly authorized issue of securities of the Issuer (herein called the
“Securities”) limited in aggregate Principal Amount to $1,000,000,000 ($1,200,000,000 aggregate Principal Amount if the Initial Purchasers exercise in full their option to purchase additional Securities), issued under an Indenture,
dated as of October 1, 2003 (the “Indenture”), among the Issuer and JPMorgan Chase Bank, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. Capitalized terms used and not otherwise defined in this Security are used as defined in the Indenture. 
  
 1. Interest. 
  
 This Security will bear interest from October 1, 2003 or from the most recent date to which interest has been paid or duly provided for,
quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each, an “Interest Payment Date”), subject to Section 15.13 of the Indenture, commencing December 15, 2003, at the rate per annum equal to 3-month
LIBOR reset quarterly on each Interest Reset Date, minus 0.50%, except that interest for the interest period from October 1, 2003 to but excluding December 15, 2003 will be 0.64%. Regardless of the level of 3-month LIBOR, however, the annual rate of
interest on the Securities will never be less than zero. Interest on this Security shall be calculated on the basis of a 360-day year and the actual number of days elapsed during the related Interest Period. Interest payable on this Security on any
Interest Payment Date will include interest for the immediately preceding Interest Period. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1, June 1, September 1 or December 1, as the case may be, immediately
preceding the relevant Interest Payment Date. Any interest that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant Regular
Record Date by virtue of having been such Holder, and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Issuer, notice whereof shall be given to the Holders of Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. 
  

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 2. Ranking. 
  
 The Securities will be senior unsecured obligations of the Issuer and will rank pari passu with all existing and future
unsubordinated indebtedness of the Issuer. 
  
 3. Interest on
Overdue Amounts. 
  
 If the Principal Amount
hereof or any portion of such Principal Amount is not paid when due (whether upon acceleration pursuant to Section 4.02 of the Indenture, upon the dates set for payment of the Redemption Price, Purchase Price or Fundamental Change Purchase Price or
upon the Stated Maturity Date of this Security) or if interest due hereon (including Liquidated Damages, if any) (or any portion of such interest), is not paid when due, then in each such case the overdue amount shall, to the extent permitted by
law, bear interest at the rate then borne by this Security, which interest shall accrue from the date such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable as set forth in the Indenture. 
  
 4.
Method of Payment. 
  
 Subject to the terms and
conditions of the Indenture, the Issuer will make payments in respect of Redemption Price, Purchase Price and Fundamental Change Purchase Price and at Stated Maturity Date to Holders who surrender Securities to a Paying Agent to collect such
payments in respect of the Securities; provided that, if any Redemption Date, Purchase Date or Fundamental Change Purchase Date is any day during the period from the close of business on any Regular Record Date immediately preceding any
Interest Payment Date to the close of business on such Interest Payment Date, accrued and unpaid interest (including Liquidated Damages, if any) shall be paid to the Holder of record as of the applicable Regular Record Date. The Issuer will pay cash
amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Issuer may make such cash payments by check payable in such money; provided that payment by wire transfer
of immediately available funds will be required with respect to principal of and interest on all Global Securities and all Securities of Holders of more than $25,000,000 aggregate Principal Amount of Securities that have requested such method of
payment and provided wire transfer instructions to the Issuer or the Paying Agent. If any Interest Payment Date (other than an Interest Payment Date coinciding with the Stated Maturity Date or earlier Redemption Date, Purchase Date or Fundamental
Change Purchase Date) falls on a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day. If the Stated Maturity Date, Redemption Date, Purchase Date or Fundamental Change Purchase Date of
this Security would fall on a day that is not a Business Day, the required payment of interest, if any, and principal will be made on the next succeeding Business Day and no interest on such payment will accrue for the period from and after the
Stated Maturity Date, Redemption Date, Purchase Date or Fundamental Change Purchase Date to such next succeeding Business Day. 
  

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 5. Paying Agent, Conversion Agent, Calculation Agent and Registrar. 
  
 Initially, the Trustee will act as Paying Agent, Conversion
Agent, Calculation Agent and Registrar. The Issuer may appoint and change any Paying Agent, Calculation Agent, Registrar or co-registrar without notice, other than notice to the Trustee. The Issuer or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Registrar or co-registrar. 
  
 6. Indenture. 
  
 The terms of the
Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as in effect from time to time (the “TIA”). The Securities are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of those terms. 
  
 7. Redemption at the Option of the Issuer. 
  
 No sinking fund is provided for the Securities. Prior to September 21, 2008, the Securities shall not be redeemable at the option of the Issuer. Beginning on September 21, 2008 and until the Stated Maturity Date, the
Securities are redeemable for cash as a whole, or from time to time in part, at the option of the Issuer at a Redemption Price equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid interest (including Liquidated Damages,
if any) to, but excluding, the Redemption Date, as provided in Article 12 of the Indenture, unless such Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Issuer shall pay
the full amount of accrued and unpaid interest (including Liquidated Damages, if any) payable on such Interest Payment Date to the Holder at the close of business on such Regular Record Date. 
  
 If the Issuer redeems less than all of the outstanding
Securities, the Trustee will select the Securities to be redeemed (i) by lot; (ii) pro rata; or (iii) by another method the Trustee considers fair and appropriate. If the Trustee selects a portion of a Holder’s Securities for partial redemption
and the Holder converts a portion of the same Securities, the converted portion shall be deemed, to the extent practicable, to be from the portion selected for redemption. 
  
 8. Notice of Redemption. 
  
 Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Securities to
be redeemed at the Holder’s registered address. If money sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on the Redemption Date,
immediately after such Redemption Date interest shall cease to accrue on such Securities or portions thereof. 

  

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Securities in denominations larger than $1,000 Principal Amount may be redeemed in part but only in integral multiples of $1,000. 
  
 9. Purchase by the Issuer at the Option of the Holder. 
  
 Each Holder has the right to require the Issuer to purchase
the Securities held by such Holder on September 15, 2008, 2013 and 2018, or if any such day is not a Business Day, the next succeeding Business Day (each, a “Purchase Date”). If required by any Holder, the Issuer shall purchase
Securities for cash at a Purchase Price equal to 100% of the Principal Amount thereof, plus accrued and unpaid interest (including Liquidated Damages, if any) to, but excluding, the Purchase Date, upon delivery of a Purchase Notice containing the
information set forth in the Indenture, at any time from the opening of business on the date that is 21 Business Days prior to such Purchase Date until the close of business on such Purchase Date and upon delivery of the Securities to the Paying
Agent by the Holder as set forth in the Indenture. 
  
 At the option of the Holder and subject to the terms and conditions of the Indenture, the Issuer shall purchase all or a portion of the Securities held by such Holder as of the date that is not less than 20 nor more than 35 Business Days
after the occurrence of a Fundamental Change occurring prior to the Stated Maturity Date for a Fundamental Change Purchase Price equal to 100% of the Principal Amount thereof, plus accrued and unpaid interest (including Liquidated Damages, if any)
to, but excluding, the Fundamental Change Purchase Date, unless such Fundamental Change Purchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Issuer shall pay the full amount of
accrued and unpaid interest (including Liquidated Damages, if any) payable on such Interest Payment Date to the Holder at the close of business on such Regular Record Date. 
  
 Holders have the right to withdraw any Purchase Notice or Fundamental Change Purchase Notice, as the case
may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. 
  
 As provided in the Indenture, if cash sufficient to pay the Purchase Price or Fundamental Change Purchase Price, as the case may be, of
all Securities or portions thereof to be purchased as of the Purchase Date or the Fundamental Change Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day prior to or on the Purchase Date or the Fundamental Change
Purchase Date, as the case may be, all interest (including Liquidated Damages, if any) ceases to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Fundamental Change Purchase Date, as the case may be, and the
Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Purchase Price, as the case may be, upon surrender of such Security). 
  

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 10. Conversion. 
  

Subject to the terms of the Indenture, the Holder of a Security may convert the Security into shares of Common Stock at the Conversion
Rate. A Security in respect of which a Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice exercising the option of such Holder to require the Issuer to purchase such Security may be converted only if such notice of
exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Rate for the Securities on any Conversion Date shall be determined as set forth in the Indenture. 
  
 The Issuer shall deliver to the Holder through the Paying Agent, no later than the third Business Day
following the date on which the Applicable Stock Price is determined, a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares. 
  
 A Holder may convert a portion of a Security if the
Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, except for conversions during
the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date, in which case the Holder on such Regular
Record Date shall receive the interest payable on such Interest Payment Date, that portion of accrued and unpaid interest (including Liquidated Damages, if any) on the converted Security attributable to the period from the most recent Interest
Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of
the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. 
  
 Securities or portions thereof surrendered for conversion during the period from the close of business on
any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date shall be accompanied by payment to the Issuer or its order, in New York Clearing
House funds or other funds acceptable to the Issuer, of an amount equal to the interest payable on such Interest Payment Date with respect to the Principal Amount of Securities or portions thereof being surrendered for conversion; provided
that no such payment need be made (1) if the Issuer has specified a Redemption Date that occurs during the period from the close of business on a Regular Record Date to the close of business on the Business Day immediately preceding the Interest
Payment Date to which such Regular Record Date relates, (2) if the Issuer has specified a Fundamental Change Purchase Date during such period or (3) to the extent of overdue interest or overdue Liquidated Damages, if any overdue interest or overdue
Liquidated Damages exists on the Conversion Date with respect to the Securities converted. 
  

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 No fractional shares will be issued upon conversion; in lieu thereof, an amount will be
paid in cash based upon the Applicable Stock Price. 
  
 To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below or a facsimile thereof and deliver such notice to the Paying Agent, (b) surrender the Security to the Paying Agent, (c) furnish
appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required by the Paying Agent, (d) pay any transfer or similar tax, if required, and (e) if required, pay funds equal to the
interest payable on the next Interest Payment Date. 
  
 The
Conversion Rate will be adjusted as set forth in Article 11 of the Indenture 
  
 11. Conversion Arrangement on Call for Redemption. 
  
 Any Securities called for redemption, unless surrendered for conversion before the close of business on the Business Day immediately
preceding the Redemption Date, may be deemed to be purchased from the Holders of such Securities at an amount not less than the Redemption Price, by one or more investment bankers or other purchasers who may agree with the Issuer to purchase such
Securities from the Holders, to convert them into Common Stock of the Issuer and to make payment for such Securities to the Trustee in trust for such Holders. 
  

12. Denominations; Transfer; Exchange. 
  
 The Securities are in fully registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. A Holder may
transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not transfer or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities in respect of which a Purchase
Notice or Fundamental Change Purchase Notice has been given and not withdrawn (except, in the case of a Security to be purchased in part, the portion of the Security not to be purchased) or any Securities for a period of 15 days before the mailing
of a notice of redemption of Securities to be redeemed. 
  
 13.
Persons Deemed Owners. 
  
 The registered Holder
of this Security may be treated as the owner of this Security for all purposes. 
  

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 14. Unclaimed Money or Securities. 
  
 The Trustee and the Paying Agent shall, upon the written request of the Issuer, return to the Issuer any
cash that remains unclaimed for two years after the date upon which the principal of or interest on such Security shall have become due and payable, subject to applicable unclaimed property law, together with interest, if any, thereon held by them
for the payment of the principal or Redemption Price or Purchase Price of or interest on such Security, provided, however, that to the extent that the aggregate amount of cash deposited by the Issuer pursuant to Section 3.01, Section
10.05, Section 12.03 or Section 13.03 exceeds the aggregate principal and interest or Redemption Price or Purchase Price due on the Securities or portions thereof which the Issuer is obligated to pay as of the applicable date, then promptly after
the Business Day following such date, the Trustee or the Paying Agent, as applicable, shall return any such excess to the Issuer. Thereafter, any Holder entitled to payment must look to the Issuer for payment as general creditors, unless an
applicable abandoned property law designates another Person. 
  
 15. Amendment; Waiver. 
  
 Subject to
certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate Principal Amount of the Securities at the time outstanding and (ii) certain
Defaults may be waived with the written consent of the Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding. The Issuer and the Trustee may amend the Indenture under certain circumstances without the consent
of the Holders, as described in the Indenture. 
  
 16. Defaults
and Remedies. 
  
 If an Event of Default occurs
and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are
Events of Default that will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. 
  
 Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of amounts specified in Section 4.01(a) or (b) of the Indenture) if it determines that withholding notice is in their interests.

  

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 17. Trustee Dealings with the Issuer. 
  
 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have
if it were not Trustee. 
  
 18. No Recourse Against Others.

  
 A director, officer, employee or stockholder,
as such, of the Issuer shall not have any liability for any obligations of the Issuer under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each
Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 
  
 19. Authentication. 
  
 This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee’s Certificate of
Authentication on the other side of this Security. 
  
 20.
Abbreviations. 
  
 Customary abbreviations may be
used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift
to Minors Act). 
  
 21. Governing Law. 
  
 THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE
AND THIS DEBENTURE. 
  
 The Issuer will furnish
to any Holder upon written request to the address below and without charge a copy of the Indenture. 
  
 Bristol-Myers Squibb Company 
 345 Park Avenue 
 New York, NY 10154 
 Attention: Sandra Leung, Esq. 
 Telecopy No.: 212-605-9622 
  

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 Schedule I 
  
 [Include Schedule I only for a Global Security] 
  
 BRISTOL-MYERS SQUIBB COMPANY 
 Floating Rate
Convertible Senior Debentures due 2023 
  
 No. R-3 
  

	 Date

	  	 Principal Amount

	  	 Notation Explaining Principal
Amount Recorded

	  	 Authorized Signature of Trustee
or Depositary Custodian


				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	

				
	
	  	
	  	
	  	


  

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 ASSIGNMENT FORM 
  

To assign this Security, fill in the form below: 
  
 For value received
                                        
                hereby sell(s), assign(s) and transfer(s) unto
                                        
                                        
(Please insert social security or other Taxpayer Identification Number of assignee) the within Security, and hereby irrevocably constitutes and appoints
                                        
                                        
                 attorney to transfer said Security on the books of the Issuer, with full power of substitution in the premises. 
  
 In connection with any transfer of the Security prior to the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the undersigned confirms that such Security is being transferred: 
  

	 	 ̈	To Bristol-Myers Squibb Company or a subsidiary; or 

  

	 	 ̈	To a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended; or 

  

	 	 ̈	Pursuant to a registration statement that has been declared effective under the Securities Act of 1933, as amended, and that continues to be effective at the time of transfer; or


  

	 	 ̈	Pursuant to and in compliance with another available exemption from the registration requirements of the Securities Act of 1933, as amended. 

  
 Unless one of the boxes is checked, the Trustee or Registrar will refuse
to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof. 
  
 Dated:
                                     
  
  

	
	 
	

	
	 
	

	 Signature(s)

	
	 Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security registrar,
which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
  

	

	Signature Guarantee


  

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 CONVERSION NOTICE 
  
 To convert this Security into Common Stock, check the box: 
  
 To convert only part of this Security, state the Principal Amount to be converted (which must be $1,000 or an integral multiple of $1,000):
$
                                        
                             
  
 If you want the stock certificate made out in another person’s name, fill in the form below: 
  
  

  
  

  

 (Insert other person’s
soc. sec. or tax ID no.) 
  
  

  
  

  

 (Print or type other
person’s name, address and zip code) 
  
 Your Signature:
                                        
                                        
             
  
 (Sign exactly as your name appears on the other side of this Security) 
  

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