Benefit Equalization Plan

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Exhibit 10h


BENEFIT EQUALIZATION PLAN

OF

BRISTOL-MYERS SQUIBB COMPANY AND ITS SUBSIDIARY OR
AFFILIATED CORPORATIONS PARTICIPATING IN THE
BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM

(as amended and restated effective as of January 1, 1996)
I. The purpose of this plan is to provide benefits for certain employees participating in the Bristol-Myers Squibb Company Savings and Investment Program ("Savings and Investment Program" or "Program") whose funded benefits are or will be limited by application of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the Internal Revenue Code of 1986, as amended (The "Code"). The Plan is intended to be an "excess benefit plan" as that term is defined in Section 3 (36) of ERISA with respect to those participants whose benefits under the Program have been limited by Section 415 of the Code, and a "top hat" plan meeting the requirements of Sections 201 (2), 301 (a) (3), 401 (a) (1) and 4021 (b) (6) of ERISA with respect to those participants whose benefits under the Program have been limited by Section 401 (a) (17) of the Code. This plan is a continuation and successor plan to the Bristol-Myers Company and Its Subsidiary of Affiliated Corporations Participating in the Bristol-Myers Company Savings and Investment Program, as in effect on January 1, 1991 and as amended thereafter (the "Prior Plan"). All amounts accrued under the Prior Plan continue to be accrued under this plan.

II. Administration of the Plan

The Savings Plan Committee (the "Committee") appointed by the Board of Directors of Bristol-Myers Squibb Company (the "Company") to administer the Savings and Investment Program shall also administer this Plan. The Committee shall have full authority to determine all questions arising in connection with the Plan, including its interpretation, may adopt procedural rules, and may employ and rely on such legal counsel, such actuaries, such accountants and such agents as it may deem advisable to assist in the administration of the Plan. Decisions of the Committee shall be conclusive and binding on all persons.

E-2-1 III. Participation in the Plan

Each participant in the Savings and Investment Program who is employed by a corporation participating in the Program (hereinafter referred to as a "participating employer" which term also includes the Company) shall be eligible to participate in this Plan whenever (a) the allocation to his account under the Savings and Investment Program, as from time to time in effect, would exceed the limitations on benefits and contributions imposed by Section 415 of the Code calculated from and after September 2, 1974 or (b) amounts of his compensation would be excluded from his "Annual Benefit Salary or Wages" determined under the Program by reason of the application of Section 401 (a) (17) of the Code. IV. Equalization Benefits Related to the Savings and Investment Program

A. A participant shall be entitled to equalization benefits under this Plan only for those plan years in which (a) he had elected to have a percentage of his Annual Benefit Salary or Wages contributed on his behalf to the Program and (b) he also has in effect an election, made prior to the year with respect to which such contributions relate, to defer a like percentage of his Annual Benefit Salary or Wages and to have such amount credited to this Plan in the manner described in paragraphs B and C of this Article IV.

B. The participating employer that employs a participant meeting the requirements of paragraph A for a plan year shall credit, or shall cause to be credited, a book account to record the amount of such participant's Annual Benefit Salary or Wages that he had elected to have credited to this Plan, commencing at the time such participant is precluded from having additional contributions made to his accounts under the Savings and Investment Program because of this limitations of Section 415 of the Code, and continuing through the end of the plan year. Such participating employer shall also credit, or cause to be credited, a book account to record the amount of "Employing Company contributions", if any, that would have been contributed on such participant's behalf for such plan year to the Program pursuant to the terms of the Program had the amount of the participant's Annual Benefit Salary or Wages credited pursuant to this paragraph B been instead contributed to the Program.

E-2-2 C. The participating employer that employs a participant meeting the requirements of paragraph A for a plan year shall also credit, or cause to be credited, a separate book account to record the amount of such participant's Annual Benefit Salary or Wages that he has elected to have credited to this Plan, commencing at the time such participant is precluded from having additional contributions made to his accounts under the Savings and Investment Program because of the limitations of Section 401 (a) (17) of the Code, and continuing until the end of the plan year or, if sooner, the time amounts begin to be credited to the participant's book account under the Plan year. No participant may earn credits under both this paragraph C and under paragraph B at the same time; whenever possible, credits shall be made pursuant to paragraph B prior to this paragraph C. Such participating employer shall also credit, or cause to be credited, a book account to record the amount of "Employing Company contributions", if any, that would have been contributed on such participant's behalf for such plan year to the Program pursuant to the terms of the Program had the amount of the participant's Annual Benefit Salary or Wages credited pursuant to this paragraph C been instead contributed to the Program.

D. The election to have amounts credited to the Plan may be suspended at the participant's option during any period of time that the participant establishes to the satisfaction of the Committee that he is undergoing a financial hardship as defined in Article VI of this Plan.

E. Prior to October 1, 1994, each participant shall be given the opportunity to elect to have credits to his account made on or after October 1, 1994 deemed to be invested in any one or a combination of the investment funds being offered under the Savings and Investment Program on and after October 1, 1994, (other than the Company Stock Fund) in 1% increments. In the event a participant fails to make such an election, all such credits shall be d ...