MEAD JOHNSON KEY INTERNATIONAL PENSION PLAN Effective as of February 1, 2009

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MEAD JOHNSON NUTRITION CO | BMS Ltd | Bristol-Myers Service Ltd | Bristol-Myers Squibb Company | Squibb Corporation

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Title: MEAD JOHNSON KEY INTERNATIONAL PENSION PLAN Effective as of February 1, 2009
Governing Law: New York Date: 3/27/2009

Exhibit 10.33

MEAD JOHNSON

KEY INTERNATIONAL PENSION PLAN

Effective as of February 1, 2009

TABLE OF CONTENTS


Section			Page
I.	DEFINITIONS		2
	1.01	“Actuarial Equivalent”	2
	1.02	“Annual Rate of Compensation”	2
	1.03	“BMS”	2
	1.04	“Board”	2
	1.05	“Code”	2
	1.06	“Committee”	2
	1.07	“Company”	2
	1.08	“Deferred Retirement Date”	2
	1.09	“Designated Joint Pensioner”	3
	1.10	“Disability” or “Disabled”	3
	1.11	“Disability Determination Date”	3
	1.12	“Earliest Retirement Date”	3
	1.13	“Early Retirement Date”	3
	1.14	“Effective Date”	3
	1.15	“ERISA”	3
	1.16	“Excess Severance Payments”	3
	1.17	“Final Annual Salary”	3
	1.18	“Foreign Affiliated Company”	3
	1.19	“Home Country”	4
	1.20	“Home Country Plan”	4
	1.21	“Key Employee”	4
	1.22	“Normal Retirement Date”	4
	1.23	“Other Participating Employer Benefits”	4
	1.24	“Participant”	4
	1.25	“Participating Employer”	4
	1.26	“Pay”	4
	1.27	“Plan”	4
	1.28	“Prior BMS Plan”	4
	1.29	“Regional Pension Participant”	4
	1.30	“Replication Program Participant”	5
	1.31	“Retirement Income”	5
	1.32	“Section 409A Participant”	5
	1.33	“Section 409A Specified Employee”	5
	1.34	“Separation from Service”	5
	1.35	“Social Security Amounts”	6
	1.36	“Supplemental Program Participant”	6
	1.37	“United States”	6
	1.38	“U.S. Participant”	6
	1.39	“U.S. Retirement Plan”	6
	1.40	“Year of Service”	6
	1.41	“Year of Vesting Service”	7


II.	ELIGIBILITY & PARTICIPATION		7
	2.01	Regional Pension Participants	7
	2.02	Replication Program Participants	7
	2.03	Supplemental Program Participants	7
	2.04	Non-Duplication of Benefits	7

III.	PLAN BENEFITS		7
	3.01	General	7
	3.02	Currency	7
	3.03	Source of Payments	8

IV.	KEY REGIONAL PENSION COMPONENT		8
	4.01	Normal Retirement Benefits	8
	4.02	Early Retirement Benefits	9
	4.03	Deferred Retirement Benefits	10
	4.04	Death Benefits	10
	4.05	Disability Benefits	11
	4.06	Termination of Service Prior to Earliest Retirement Date	12
	4.07	Payment of Retirement Income	13

V.	KEY INTERNATIONAL REPLICATION PROGRAM		15
	5.01	Purpose	15
	5.02	Home Country Plans	15
	5.03	Retirement Date	15
	5.04	Retirement Income	15
	5.05	Vested Benefits	16
	5.06	Other Benefits	16
	5.07	Payment of Benefits	16
	5.08	Tax Treatment	16

VI.	KEY INTERNATIONAL SUPPLEMENTAL PROGRAM		16
	6.01	Purpose	16
	6.02	Home Country Plans	17
	6.03	Retirement Income	17
	6.04	Vested Benefits	17
	6.05	Payment of Benefits	17
	6.06	Tax Treatment	17

VII.	SPECIAL PROVISIONS APPLICABLE TO SECTION 409A PARTICIPANTS AND OTHER U.S. PARTICIPANTS		17
	7.01	Participants Covered	17
	7.02	Death Benefits	18
	7.03	Payment of Retirement Income	18
	7.04	Legal Status	20

VIII.	AMENDMENT AND TERMINATION		20
	8.01	Amendment	20


	8.02	Termination	20

IX.	THE COMMITTEE		20
	9.01	Membership	20
	9.02	Committee Powers	21
	9.03	Committee Actions	21
	9.04	Delegation	21
	9.05	Limitation of Liability	22

X.	MISCELLANEOUS PROVISIONS		22
	10.01	Alienation of Benefits Prohibited	22
	10.02	No Employment Rights Granted	22
	10.03	No Additional Rights	22
	10.04	Incapacity	22
	10.05	Missing Payees	22
	10.06	Correction of Errors	22
	10.07	Jurisdiction	22
	10.08	Invalidity	23
	10.09	Number and Gender	23
	10.10	Headings	23

iii

Mead Johnson Key International Pension Plan

On December 28, 1976, the Board of Directors of Bristol-Myers Service Ltd. established the Bristol-Myers Service Ltd. Pension Plan (the “BMS Ltd. Plan”) for the purpose of providing an adequate benefit in retirement to mobile non-U.S. employees who, based on the tenure and regulatory landscape of their assignments, were unable to accrue an adequate pension in their assigned location. The BMS Ltd. Plan was restated effective May 1, 1988 as the Bristol-Myers Key International Pension Plan and was further amended effective January 1, 1992 to, among other things, reflect the assumption of liabilities from the Squibb Universal Retirement Income Plan in connection with the Bristol-Myers Squibb Company’s 1989 merger with Squibb Corporation, and to update the actuarial factors used in the BMS Ltd. Plan. At that time, the name of the BMS Ltd. Plan was changed to the Bristol-Myers Squibb Company Key International Pension Plan (the “BMS Key International Pension Plan”).

In 1995, to address the increasing volume of intra-regional transfers with Europe, Asia and Latin America, BMS implemented a new benefit structure under the BMS Key International Pension Plan, which was referred to as the Bristol-Myers Squibb Key Regional Pension Plan (the “BMS Key Regional Pension Plan”). The benefit structure under the BMS Key Regional Pension Plan was substantially similar to the primary benefit structure under the BMS Key International Pension Plan, except that it provides a reduced pension formula that was considered to be more competitively aligned with the pension practices of the target regions. Two additional benefit structures were subsequently added; the BMS Key International Replication Program and BMS Key International Supplemental Program, each of which is designed to provide certain key employees of BMS who were transferred from one country to another with benefits that were based on the benefits that were provided by their Home Country Plan prior to their transfer. Collectively, the benefit structures under the BMS Key International Pension Plan, the BMS Key Regional Pension Plan, the BMS Key International Replication Program and the BMS Key International Supplemental Program comprise the Bristol-Myers Squibb Key International Pension Plan.

The Bristol-Myers Squibb Company Key International Pension Plan was amended and restated, effective January 1, 1995 to incorporate therein (i) the January 1, 1992 amendments to the BMS Key International Pension Plan, (ii) the substantive provisions of the BMS Key Regional Pension Plan, BMS Key International Replication Program and BMS Key International Supplemental Program benefit structures and (iii) effective as of January 1, 2005, the applicable requirements of section 409A of the U.S. Internal Revenue Code of 1986. At that time, the Bristol-Myers Squibb Company Key International Pension Plan was renamed the Bristol-Myers Squibb Key International Pension Plan (the “Prior BMS Plan”).

Prior to the Effective Date, certain Key Employees of the Company who were employed by BMS or the Company participated in the Prior BMS Plan. As of the Effective Date, the Company assumed the obligation to pay, under this Plan, all benefits accrued under the Prior BMS Plan with respect to Key Employees who were active participants in the Prior BMS Plan as of the day immediately preceding the Effective Date. Therefore, this Plan is a continuation and successor plan to the Prior BMS Plan with respect to all such benefits accrued thereunder prior to the Effective Date with respect to Key Employees who participated in the Prior BMS Plan.

Participation in this Plan is limited to Key Employees who were active participants in the Prior BMS Plan as of the day immediately preceding the Effective Date. No new Participants shall be admitted to the Plan after the Effective Date.

I.	DEFINITIONS

The following words and phrases, as used herein, have the following meanings unless otherwise indicated:

1.01

“ Actuarial Equivalent ” means a benefit of equivalent value to the benefit that would otherwise have been provided, unless otherwise specified in the Plan, using the actuarial factors specified from time to time in the U.S. Retirement Plan for such purpose (which factors are incorporated as part of this Plan).

1.02

“ Annual Rate of Compensation ” means the annual rate, as determined by the Committee as of December 31 of each calendar year, of the regular salary or wages of a Participant, without regard to any increase in such rate occurring after the fifth anniversary of the Effective Date, plus all commissions, cash or other cash awards, cash bonuses, overtime and shift differential, if any, paid during the calendar year, but excluding (i) severance pay, (ii) any compensation or benefits paid in a form other than cash, (iii) distributions of compensation deferred during a prior calendar year and earnings thereon and (iv) short-term and long-term incentive plan awards and distributions, such as restricted stock, restricted stock units and stock options; except , however , that if a Participant retires or is terminated prior to December 31 ^st of a calendar year, the annual rate of regular base salary or wages that will be used for purposes of calculating the Annual Rate of Compensation for such calendar year will be the annual rate, as determined by the Committee, as of the Participant’s last day of work, and shall include the aggregate of the following amounts, if any, that were paid to such Participant during the preceding calendar year (and no such amounts, if any, that were paid to such Participant in the current calendar year), namely, total commissions paid on the basis of sales, cash awards, sales and middle management bonuses, other bonuses, service awards, overtime and shift differential.

1.03	“ BMS ” means Bristol-Myers Squibb Company and any of its affiliates or subsidiaries (other than the Company), and any successor thereto.

1.04	“ Board ” means the Board of Directors of the Company.

1.05	“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and any applicable U.S. Treasury regulations promulgated thereunder.

1.06	“ Committee ” means the committee appointed by the Board to administer this Plan, as described under Article IX.

1.07	“ Company ” means Mead Johnson & Company or any successor thereto.

1.08	“ Deferred Retirement Date ” means the retirement date described in Section 4.03(a).

1.09	“ Designated Joint Pensioner ” means a Participant’s surviving spouse or any beneficiary designated by a Participant in writing to receive amounts determined under Section 4.04 or Section 4.07.

1.10

“ Disability” or “Disabled ” means a Participant’s absence from work for a continuous period of at least 26 weeks as a result of inability, due to illness or injury, to perform the essential functions of his position or any other position offered to the Participant by a Participating Employer for which the Participant is reasonably qualified by virtue of his education, training and experience; provided , however , that a Participant will not be considered Disabled if he or she is working at any other job at a Participating Employer (or at any other employer) or earning self-employment income.

1.11

“ Disability Determination Date ” means the date that the Committee deems a Participant to be Disabled, in accordance with Section 4.05; provided , however , that the Disability Determination Date shall not be earlier than the last day of the 26 week period of continuous absence that gives rise to a finding of Disability.

1.12	“ Earliest Retirement Date ” means the earliest age on which a Participant can retire and commence receiving Retirement Income under the Plan.

1.13	“ Early Retirement Date ” means the retirement date described in Section 4.02(a).

1.14	“ Effective Date ” means February 1, 2009.

1.15	“ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and any applicable U.S. Department of Labor regulations promulgated thereunder.

1.16

“ Excess Severance Payments ” means the excess of (a) the aggregate amount of any severance and/or indemnity payments that an involuntarily terminated Participant is entitled to receive under any severance and/or indemnity plan, scheme or agreement of a Participating Employer over (b) the aggregate amount of severance payments that would have been payable to the Participant under the Company’s United States severance plan had the Participant been eligible to participate in that plan.

1.17

“ Final Annual Salary ” means a Participant’s average Annual Rate of Compensation during the five consecutive year period, occurring in the last ten years of his employment with BMS or a Participating Employer, which produces the highest average Annual Rate of Compensation; provided, however, that in no event shall an increase in a Participant’s Annual Rate of Compensation after the fifth anniversary of the Effective Date be taken into account for the determination of Final Average Salary. Participants’ Final Annual Salary will be converted to United States dollars for each year of the five consecutive year period used to calculate such Participant’s Final Annual Salary using the currency exchange rate in effect on December 31 of such year.

1.18	“ Foreign Affiliated Company ” means any subsidiary or affiliate of the Company that is located outside the United States.

1.19	“ Home Country ” means the country in which a Key Employee regularly performed services for a Foreign Affiliated Company prior to a transfer to a Participating Employer located in another country.

1.20	“ Home Country Plan ” means a pension, retirement or similar plan maintained, or contributed to, by a Foreign Affiliated Company on behalf of a Key Employee in the Key Employee’s Home Country.

1.21	“ Key Employee ” means any person regularly rendering services for a Participating Employer as of the Effective Date, on a full-time basis, as a director or officer or in any managerial capacity, excluding any person deemed to be performing services on a part-time, seasonal or irregular basis.

1.22	“ Normal Retirement Date ” means the retirement date described in Section 4.01(a).

1.23

“ Other Participating Employer Benefits ” means any benefit paid on retirement, disability, or termination of service (other than Social Security Amounts), which is provided by a Participating Employer by reason of law or otherwise, or is attributable in whole or in part to contributions made or premiums paid by a Participating Employer directly or indirectly, or by reason of taxes paid by a Participating Employer. Other Participating Employer Benefits will also include indemnity payments funded by a Participating Employer, which are payable or paid upon a Participant’s transfer, termination of services or retirement, actuarially adjusted, as appropriate.

1.24	“ Participant ” means a Regional Pension Participant, a Replication Program Participant or a Supplemental Program Participant.

1.25	“ Participating Employer ” means the Company and any of its subsidiaries or affiliates, other than BMS.

1.26	“ Pay ” means, for purposes of Section 4.05, the aggregate of a Participant’s monthly base salary or wages (excluding any sales commissions, bonuses or other additional remuneration for which the Participant may be eligible) as of his Disability Determination Date.

1.27	“ Plan ” means the Mead Johnson Key International Pension Plan, effective as of February 1, 2009, as set forth in this document, and as the same may be amended from time to time.

1.28	“ Prior BMS Plan ” means Bristol-Myers Squibb Key International Pension Plan, Amended and Restated as of January 1, 1995, as in effect on January 31, 2009.

1.29	“ Regional Pension Participant ” means a Key Employee who meets the requirements of Section 2.01 of the Plan, and whose Retirement Income will be determined under the Key Regional Pension Component described in Article IV.

1.30	“ Replication Program Participant ” means a Key Employee who meets the requirements of Section 2.02 of the Plan, and whose Retirement Income will be determined under the Key International Replication Program described in Article V.

1.31	“ Retirement Income ” means the retirement benefits that are payable to a Participant or Designated Joint Pensioner under the Plan.

1.32

“ Section 409A Participant ” means a U.S. Participant who accrued benefits under the Prior BMS Plan after December 31, 2004 that are subject to the requirements of Code section 409A. For this purpose, a benefit accrued under the Prior BMS Plan after December 31, 2004 is subject to Code section 409A as follows:

(a)

In the case of Regional Pension Participant or a Replication Program Participant who is a U.S. Participant because he or she is a citizen or lawful permanent resident of the United States performing services for a Participating Employer that is a Foreign Affiliated Company, a benefit accrued during a taxable year after December 31, 2004 is subject to Code section 409A to the extent that such accrued benefit would not have been excludable from gross income for United States tax purposes under Code section 911(a)(1) if it had been paid in the year accrued due to the fact that the amount of the accrued benefit, when added to the amount of foreign earned income (within the meaning of Code section 911(b)(1), without regard to Code section 911(b)(1)(B)(iv)) actually excluded from such U.S. Participant’s gross income under Code section 911(b)(1) for such taxable year, would have exceeded the maximum exclusion amount under Code section 911(b)(2)(D) for such taxable year.

(b)

In the case of a Supplemental Program Participant who is a U.S. Participant because he or she is a nonresident alien performing services for a Participating Employer in the United States, a benefit accrued during a taxable year after December 31, 2004 is subject to Code section 409A to the extent that the Actuarial Equivalent lump sum value of such accrued benefit exceeds the applicable dollar amount under Code section 402(g)(1)(B) ($16,500 for 2009).

(c)

In the case of a Supplemental Program Participant who is a U.S. Participant because he or she is a citizen or lawful permanent resident of the United States performing services for a Participating Employer in the United States, such U.S. Participant’s entire benefit accrued during a taxable year after December 31, 2004 is subject to Code section 409A.

1.33

“ Section 409A Specified Employee ” means a “specified employee”, within the meaning of Code section 409A(a)(2)(B)(i) and U.S. Treasury regulation section 1.409A-1(h), as determined annually under the Company’s administrative procedure for such determination for purposes of all plans subject to Code section 409A.

1.34	“ Separation from Service ” means a Section 409A Participant’s “separation from service”, within the meaning of Code section 409A(a)(2)(A)(i) and U.S. Treasury regulation section 1.409A-1(h), from a Participating Employer.

1.35

“ Social Security Amounts ” means the single person’s benefits a Participant would be eligible to receive upon application under any plan or scheme of Government Social Insurance, National Insurance or any other state-administered, public or semi-public system of retirement benefits (including U.S. Social Security) as amended and as in effect at the time of the Participant’s actual retirement or termination of service. Such amounts will be determined on the basis of the Participant’s place of employment at the time of retirement or termination of service and will include other similar amounts that he or she is eligible to receive from other countries, and will not thereafter be changed because either (i) the Participant changes his place of residence, (ii) the legislation under which the Social Security Amounts are payable is later amended or (iii) for any other reason.

1.36	“ Supplemental Program Participant ” means a Key Employee who meets the requirements of Section 2.03 of the Plan, and whose Retirement Income will be determined under the Key International Supplemental Program described in Article VI.

1.37	“ United States ” or “ U.S. ” means the United States of America.

1.38

“ U.S. Participan t” means a Participant who is either a citizen or lawful permanent resident of the United States (whether or not he or she performs services for a Participating Employer located in the United States) or a nonresident alien of the United States who performs services in the United States for a Participating Employer. A U.S. Participant also includes a surviving spouse or Designated Joint Pensioner of a U.S. Participant, or a surviving spouse or Designated Joint Pensioner of a non-U.S. Participant if such surviving spouse or Designated Joint Pensioner is either a citizen or lawful permanent resident of the United States.

1.39	“ U.S. Retirement Plan ” means the Mead Johnson & Company Retirement Plan, as may be amended from time to time, or any successor thereto.

1.40

“ Year of Service ” means each Year of Service credited under the Prior BMS Plan. Solely for purposes of determining Years of Vesting Service, a Participant’s Early Retirement Date and “Rule of 70” treatment under Section 4.06(d), “Year of Service” shall also include each calendar year during which a Participant completes at least 1,000 hours of service with a Participating Employer while participating in this Plan. If a Participant does not complete at least 1,000 hours of service with a Participating Employer during his last year of Plan participation, the Participant will be credited with a partial Year of Service for each such year equal to the Participant’s actual hours of service during such year divided by 1,000. In no event will a Participant’s total Years of Service exceed 40 years. With the approval of the Committee, Years of Service may include:

(a)

Periods of service with a Participating Employer and/or an affiliate of a Participating Employer prior to becoming a Participant.

(b)

Periods of approved leave of absence.

(c)

Periods of military service.

(d)

Periods of extended illness or Disability.

(e)

Such other intervals of absence as may be determined appropriate by the Committee.

1.41

“ Year of Vesting Service ” means all Years of Service computed in accordance with Section 1.40; except , however , all periods of service with a Participating Employer or a subsidiary or affiliate of a Participating Employer prior to becoming a Participant in the Plan will also be taken into account.

II.

ELIGIBILITY & PARTICIPATION

2.01

Regional Pension Participants . Each Key Employee who was a Regional Pension Participant in the Prior BMS Plan on the day prior to the Effective Date will continue to be a Regional Pension Participant in this Plan on the Effective Date. No other Key Employees will be eligible to become a Regional Pension Participant in this Plan.

2.02

Replication Program Participants . Each Key Employee who was a Replication Program Participant in the Prior BMS Plan on the day prior to the Effective Date will continue to be a Replication Program Participant in this Plan on the Effective Date. No other Key Employees will be eligible to become a Replication Program Participant in this Plan.

2.03	Supplemental Program Participants . Each Key Employee who was a Supplemental Program Participant in the Prior BMS Plan on the da

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