Benefit Equalization Plan-retirement Plan

Exhibit 10.31

MEAD JOHNSON & COMPANY

BENEFIT EQUALIZATION PLAN- RETIREMENT PLAN (Effective as of February 9, 2009)

TABLE OF CONTENTS

Page I. Definitions 1 A. " Beneficiary" 1 B. " Benefits Committee" 1 C. " BEP Benefit(s)" or " Benefit(s)" 1 D. " BEP- Savings Plan" 1 E. " Board of Directors" 1 F. " Claims Appeal Guidelines" 1 G. " Code" 1 H. " Company" 2 I. " Compensation Committee" 2 J. " Credited Service" 2 K. " Early Retirement Date" 2 L. " Effective Date" 2 M. " ERISA" 2 N. " Final Average Compensation" 2 O. " Normal Retirement Date" 2 P. " Participant" 2 Q. " Participating Employer" 2 R. " Performance Incentive Plan" 2 S. " Plan" 3 T. " Prior BMS Plan" 3 U. " Puerto Rico Plan" 3 V. " Regular Full-Time Employee" 3 W. " Retirement Plan" 3 X. " Retirement Plans" 3 Y. " Rule of 70 Treatment" 3 Z. " Savings Plan" 3 AA. " Separation From Service" 3 BB. " Specified Employee" 4 II. Purpose and History of the Plan 4 III. Eligibility and Participation in the Plan 5 A. Eligible Participants 5 B. Cessation of Participation 5 IV. Calculation of Benefits 5 A. Amount of BEP Benefit 5 B. Service Limitations 6 C. Actuarial Assumptions 6 D. Reduction for Early Commencement 7


i V. Vesting 7 VI. Time and Form of Payment of Benefits 7 A. Plan Payments 7 B. De Minimis Lump Sum 9 C. Specified Employees 10 D. Payment of Benefits in the Event of the Participant' s Death 10 E. Other Permissible Payment Events 12 F. No Post-Separation Elections 12 G. Reemployment 13 VII. Administration of the Plan 14 A. Administration 14 B. Delegation 14 C. Limitation of Liability 14 D. Indemnification 15 E. Claims Procedure 15 F. Expense 15 VIII. General Provisions 16 A. Termination of the Plan 16 B. Plan Not a Contract of Employment 17 C. Amendment 17 D. Funding 17 E. Withholding Taxes 18 F. Compliance with Code Section 409A 19 G. Construction 20 H. Successors and Assigns 20 IX. Effective Date 21


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MEAD JOHNSON & COMPANY

BENEFIT EQUALIZATION PLAN- RETIREMENT PLAN

(Effective as of February 9, 2009)

I. Definitions .

Unless the context or subject matter otherwise requires, the definitions set forth in this Section I shall govern in this Plan (as herein defined). Notwithstanding anything herein to the contrary, to the extent capitalized terms in this Plan conflict with such terms in either of the Retirement Plans (as herein defined), the terms of the Retirement Plans shall control.

A. " Beneficiary" shall mean the person entitled to receive payments under the Plan in the event of the Participant' s death, determined in accordance with Section VI.D. B. " Benefits Committee" shall mean the committee appointed by the Board of Directors to administer this Plan. The Benefits Committee shall serve as Plan Administrator of the Plan.

C. " BEP Benefit(s)" or " Benefit(s)" shall mean the benefit described in Section IV.A. of this Plan.

D. " BEP- Savings Plan" shall mean the Mead Johnson & Company Benefit Equalization Plan- Retirement Savings Plan, as amended from time to time.

E. " Board of Directors" shall mean the Board of Directors of the Company.

F. " Claims Appeal Guidelines" shall mean the Claims Appeal Guidelines for the Mead Johnson & Company Retirement Savings Plan and the Mead Johnson & Company Benefit Equalization Plan- Retirement Plan, attached hereto as Exhibit A, and as amended from time to time. G. " Code" shall mean the Internal Revenue Code of 1986, as amended.

H. " Company" shall mean Mead Johnson & Company and any successor or successors thereof.

I. " Compensation Committee" shall mean the Compensation Committee of the Board of Directors. J. " Credited Service" shall have the meaning set forth for such term in the Retirement Plan or the Puerto Rico Plan, as applicable, and as amended from time to time.

K. " Early Retirement Date" shall have the meaning set forth for such term in the Retirement Plan or the Puerto Rico Plan, as applicable, and as amended from time to time.

L. " Effective Date" shall mean February 9, 2009,

M. " ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. N. " Final Average Compensation" shall have the meaning set forth for such term in the Retirement Plan or the Puerto Rico Plan, as applicable, and as amended from time to time.

O. " Normal Retirement Date" shall mean the first day of the month coinciding with or next following the Participant' s 65th birthday.

P. " Participant" shall mean each participant in this Plan, as determined in accordance with Article III.

Q. " Participating Employer" means any corporation participating in either of the Retirement Plans.

R. " Performance Incentive Plan" shall mean the Mead Johnson Nutrition Company Senior Executive Performance Incentive Plan and/or the Mead Johnson Nutrition Company Performance Incentive Plan, as each may be amended from time to time.


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S. " Plan" shall mean the Mead Johnson & Company Benefit Equalization Plan- Retirement Plan, as set forth herein, and as amended from time to time.

T. " Prior BMS Plan" shall mean the Bristol-Myers Squibb Company Benefit Equalization Plan- Retirement Income Plan, as amended and restated effective January 1, 2008, as in effect on the day immediately preceding the Effective Date, which is attached hereto as Exhibit B.

U. " Puerto Rico Plan" shall mean the Mead Johnson (Puerto Rico) Inc. Retirement Plan, and as amended from time to time.

V. " Regular Full-Time Employee" shall have the meaning set forth for such term in the Retirement Plan or the Puerto Rico Plan, as applicable, and as amended from time to time.

W. " Retirement Plan" shall mean the Mead Johnson & Company Retirement Plan, and as amended from time to time.

X. " Retirement Plans" shall mean collectively the Retirement Plan and the Puerto Rico Plan.

Y. " Rule of 70 Treatment" shall occur upon a Participant' s eligibility for Rule of 70 benefits under the terms and conditions of the Retirement Plan or the Puerto Rico Plan, as applicable.

Z. " Savings Plan" shall mean the Mead Johnson & Company Retirement Savings Plan, as amended from time to time.

AA. " Separation From Service" shall mean a Participant' s voluntary or involuntary severance of employment with the Company, except by reason of temporary absence, death or transfer to an affiliate or subsidiary of the Company; provided , however , that for purposes of the Plan, a Separation From Service shall not occur until the date that a Participant experiences a " separation from service" from the Company and all affiliates and subsidiaries of the Company, within the meaning of Code Section 409A(a)(2)(A)(i) and Treas. Reg. Section 1.409A-1(h).


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BB. " Specified Employee" shall mean 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 determinations for purposes of all plans subject to Code Section 409A.

II. Purpose and History of the Plan .

The purpose of this Plan is to provide benefits for certain Regular Full-Time Employees participating in the Retirement Plan or the Puerto Rico Plan whose benefits under the Retirement Plans are or will be limited by application of ERISA and Sections 401(a)(17) and 415 of the Code. The Plan is intended to be an unfunded " excess benefit plan" as that term is defined in Section 3(36) of ERISA with respect to those Participants whose benefits under the Retirement Plans 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 Retirement Plans have been limited by Section 401(a)(17) of the Code.

Effective as of the Effective Date, the Company assumed the obligations to pay, under this Plan, all benefits accrued under the Prior BMS Plan with respect to all Regular Full-Time Employees who were active participants in the Prior BMS Plan as of the day immediately preceding the Effective Date, and all benefits accrued by such Regular Full-Time Employees under the Prior BMS Plan prior to the Effective Date continue to be accrued under this Plan.


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III. Eligibility and Participation in the Plan . A. Eligible Participants . Each Regular Full-Time Employee who is a member of a Retirement Plan and who was an active participant in the Prior BMS Plan as of the day immediately preceding the Effective Date shall be a Participant in the Plan as of the Effective Date. Each other Regular Full-Time Employee who is member of a Retirement Plan and who is employed by a Participating Employer shall be eligible to participate in this Plan and shall become a Participant in this Plan when (1) his benefit under the applicable Retirement Plan would exceed the limitations on benefits imposed by Section 415 of the Code calculated from and after September 2, 1974, (2) any portion of his " annual rate of compensation" as defined in the Retirement Plan or the Puerto Rico Plan, as applicable, would be excluded from his Final Average Compensation determined under the Retirement Plan by reason of the application of Section 401(a)(17) of the Code and/or (3) he participates in the Performance Incentive Plan.

B. Cessation of Participation . Participation in the Plan shall terminate upon the Participant' s Separation From Service, except, however, that an individual who is entitled to receive Benefits under the Plan after his or her Separation From Service will continue to be treated as a Participant (other than for Benefit accrual purposes) until his or her full Benefits have been paid or forfeited. IV. Calculation of Benefits .

A. Amount of BEP Benefit . The BEP Benefit payable under the Plan shall be an amount equal to the excess, if any, of (1) over (2), where

(1) equals the benefit that would have been payable to, or with respect to, such Participant under the applicable Retirement Plan determined (a) without regard to the limitations imposed by Sections 415 and 401(a)(17) of the Code, (b) by including in


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his " annual rate of compensation" for purposes of determining Final Average Compensation under such Retirement Plan elective deferrals under the Savings Plan but which, due to Code Section 415 and/or 401(a)(17) limitations, were, in accordance with the Participant' s election, credited to the BEP- Savings Plan, and (c), in the case of a Participant who also participates in the Performance Incentive Plan, by recalculating his " annual rate of compensation" for each year, for purposes of determining Final Average Compensation under such Retirement Plan, by substituting for the cash award paid under the Performance Incentive Plan during such calendar year, the cash award earned by such Participant under the Performance Incentive Plan for such calendar year, if such amount is greater, without regard to the calendar year in which such payment is made; provided, however, that for purposes of clause (c) above, any performance incentive award for the calendar year in which the Participant' s Separation From Service occurs shall be assumed to be fully earned as though all performance goals and other conditions to full payment had been attained as of the date such Separation From Service occurs; and

(2) equals the actual benefit payable to such Participant or his beneficiary under the applicable Retirement Plan.

B. Service Limitations . The amount paid to, or with respect to, a Participant who is grade levels E07 and above shall be determined without limiting his total years of service to 40 years.

C. Actuarial Assumptions . The Benefits determined under this Section IV shall be calculated utilizing the same actuarial assumptions used to compute the Participant' s Retirement Plan benefit payments or such other assumptions as may be determined by the Benefits Committee from time to time.


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D. Reduction for Early Commencement . Notwithstanding anything herein to the contrary, if Benefits hereunder commence prior to a Participant' s Normal Retirement Date, then the Benefits paid hereunder shall be reduced applying the same terms and conditions applicable to commencement of Benefits prior to the Participant' s Normal Retirement Date under the applicable Retirement Plan.

V. Vesting . A Participant shall become vested in his Benefits at the same time and to the same extent as such Participant becomes vested in his benefit under the applicable Retirement Plan (or upon becoming a Participant in this Plan, if later).

VI. Time and Form of Payment of Benefits . A. Plan Payments . A Participant' s BEP Benefits shall be payable to the Participant in the default form of payment set forth in Section VI.A.1. herein, unless the Participant is either eligible to retire under the applicable Retirement Plan or satisfies the eligibility requirements for Rule of 70 Treatment as of the date of his Separation From Service and the Participant makes a timely election for an alternative form of payment in accordance with Section VI.A.2. herein.

1. Default Form of Payment . A Participant who, as of the date of his Separation From Service either (A) is not eligible to retire under the applicable Retirement Plan, (B) does not satisfy the eligibility requirements for Rule of 70 Treatment or (C) is eligible to retire under the applicable Retirement Plan or satisfies the eligibility requirements for Rule of 70 Treatment but does not make a timely election pursuant to Section VI.A.2. herein shall receive his accrued and vested BEP Benefits, subject to Section VI.C. herein, in a cash lump sum payment. The amount of such lump sum payment shall be determined as of (and such lump sum payment shall be made on or about) the first day of the month following such Participant' s Separation From Service.


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2. Alternative Form of Payment . A Participant who, as of the date of his Separation From Service is either eligible to retire under the applicable Retirement Plan or satisfies the eligibility requirements for Rule of 70 Treatment shall be permitted to elect to receive his accrued and vested BEP Benefits as a lump sum credit to such Participant' s BEP- Savings Plan account, provided that such election is made under this Plan or the Prior BMS Plan no later than 12 months prior to such Participant' s Separation From Service. A Participant electing the alternative form of payment under this Section VI.A.2. may not make any subsequent elections.

3. BEP- Savings Plan Elections . A Participant who elects to receive his BEP Benefits in the form of a credit to his BEP- Savings Plan account in accordance with Section VI.A.2. must also elect, pursuant to the terms of the BEP- Savings Plan, (a) the date that payments will commence from the BEP- Savings Plan, and (b) whether the payment will be made from the BEP- Savings Plan in a lump sum or in annual installments of two to 15 years. Any such elections under this Section VI.A.3. must comply with the subsequent deferral election requirements set out in Section VI.A.5. below.

4. Prior Elections . In the case of a Participant who, at the time of his Separation From Service, is eligible to retire under the applicable Retirement Plan or satisfies the eligibility requirements for Rule of 70 Treatment, and who, prior to January 1, 2007, made a timely election under the Prior BMS Plan regarding the form of payment of his BEP Benefits ( i.e. , such election was made at least twelve months prior to Separation From Service), such election shall continue to apply to such Participant' s


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accrued and vested BEP Benefits under this Plan unless the Participant makes an election under this Plan or the Prior BMS Plan no later than 12 months prior to such Participant' s Separation From Service to change the form of payment to a lump sum credit to the BEP-Savings Plan. Any such election to change the form of payment to a lump sum credit to the BEP-Savings Plan shall apply to all of the Participant' s BEP Benefits, including the portions of such Benefits accrued and vested under the Prior BMS Plan prior to, and on or after, January 1, 2005. 5. Subsequent Deferral Elections . Any election under Section VI.A.2 to change from the default form of payment, or under Section VI.A.4 to change a prior payment election, to a lump sum credit to such Participant' s BEP- Savings Plan must satisfy each of the following requirements:

a. Such election must be made no later than 12 months prior to the date such Participant' s Separation From Service occurs;

b. Such election will not be valid and effective until 12 months after it is received by the Plan Administrator; and

c. Such election must provide for a payment commencement date under the BEP-Savings Plan that is at least five years later than the date the distribution otherwise would have been made under the default payment terms or prior payment election.

B. De Minimis Lump Sum . Notwithstanding any provision of the Plan or payment election of a Participant to the contrary, if the present value of the vested Benefits of a Participant is less than $10,000 as of the date of his Separation From Service, such vested BEP Benefits shall be paid to or in respect of the Participant in a single lump sum on or about the first day of the month following such Participant' s Separation From Service.


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C. Specified Employees . Notwithstanding any provision of the Plan or payment election of a Participant to the contrary, if a Participant is a Specified Employee on the date of his Separation From Service, payment of his BEP Benefit shall occur no earlier than the date that is six-months after the Participant' s Separation From Service (unless such Participant dies, in which event the accrued and vested BEP Benefits shall be payable in accordance with Section VI.D. hereof). Any portion of the vested BEP Benefits that would otherwise be paid to a Specified Employee prior to the end of such six-month period shall be paid (together with interest accrued from the originally scheduled payment date until the first day of the seventh month following the Participant' s Separation From Service at the interest rate being used to determine lump-sum payment options under the applicable Retirement Plan) on the first day of the month that begins coincident with or next following the six-month anniversary of the Participant' s Separation From Service. D. Payment of Benefits in the Event of the Participant' s Death . Upon the death of a Participant prior to payment of all of his accrued and vested BEP Benefits, the survivor portion of the Participant' s BEP Benefit shall be paid to his joint annuitant or Beneficiary as follows:

1. Pre-Retirement Death Benefit . In the event of the death of a Participant prior to commencement of his BEP Benefit, the Participant' s Beneficiary shall be the individual, if any, who is entitled to receive a qualified pre-retirement survivor annuity or qualified pre-early retirement survivor annuity under the applicable Retirement Plan and such Beneficiary, if any, shall be entitled to receive a pre-retirement death benefit under this Plan equal to 50% of the Participant' s vested BEP Benefit. Such pre-retirement death benefit shall be payable to the Beneficiary as follows: a. If the Participant' s death occurs prior to the date that the Participant would have been eligible to retire under the applicable Retirement Plan or would have satisfied the eligibility requirements for Rule of 70 Treatment, then the pre-retirement death benefit shall be paid to the Beneficiary in the form of a single lump sum payment no later than the later of December 31 of the calendar year that includes the date of the Participant' s death or the 15 th day of the third calendar month following the date of the Participant' s death.


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b. If the Participant' s death occurs after the date that the Participant is eligible to retire under the applicable Retirement Plan or satisfies the eligibility requirements for Rule of 70 Treatment, then the pre-retirement death benefit shall be paid to the Beneficiary in the form of a single lump sum payment no later than the later of December 31 of the calendar year that includes the date of the Participant' s death or the 15 th day of the third calendar month following the date of the Participant' s death unless prior to his death the Participant elected pursuant to Section VI.A.2. to receive his BEP Benefit in the form of a lump sum credit to his BEP-Savings Plan Account, in which case the pre-retirement death benefit shall be paid as a lump sum credit to the Participant' s BEP-Savings Plan account no later than the later of December 31 of the calendar year that includes the date of the Participant' s death or the 15 th day of the third calendar month following the date of the Participant' s death.

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2. Post-Retirement Survivor Annuities . If the Participant' s death occurs after commencement of his BEP Benefit and the Participant' s BEP Benefit is payable in the form of a joint and survivor annuity, the Participant' s joint annuitant shall be determined as follows: a. If the Participant has designated a joint annuitant under the applicable Retirement Plan, such person shall be deemed the joint annuitant for purposes of this Plan.

b. If the Participant has not designated a joint annuitant under such Retirement Plan, or if no such joint annuitant is living at the time of the Participant' s death, the joint annuitant for purposes of this Plan shall be the person or persons who would otherwise be entitled to receive a distribution of the Participant' s Retirement Plan benefits in the event of the Participant' s death.

Payment to one or more of such persons shall completely discharge the Plan with respect to the amount so paid.

E. Other Permissible Payment Events . Benefits under the Plan may be paid if and to the extent reasonably necessary to permit the Participant to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law within the meaning of final Treas. Reg. Section 1.409A-3(j)(4)(iii)(B). F. No Post-Separation Elections . Notwithstanding anything herein to the contrary, a Participant may not make any election(s) regarding the time and form of the payment of his Benefits subsequent to his Separation From Service.


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G. Reemployment . 1. If a Participant' s Benefits have not been fully distributed under the Plan and the Participant commences re-employment with a Participating Employer or a subsidiary or affiliate of the Company, Benefits shall continue to be paid to the Participant in accordance with his payment election and in accordance with the terms of this Plan. Upon commencement of such re-employment with a Participating Employer, the Participant will accrue additional Benefits in accordance with the terms of this Plan as it relates to all service with his Participating Employers (pre and post re-employment); provided , however , that, upon the Participant' s subsequent Separation From Service, the Participant' s Benefits will be offset by the value of Benefits previously paid, if any. The form of payment of the Participant' s Benefits after the subsequent Separation From Service shall be determined in accordance with the Plan provisions applicable to Separations From Service that occur on the date the subsequent Separation From Service occurs, notwithstanding any prior election made by the Participant.

2. If a Participant' s Benefits have been paid in a lump sum or have been credited to the BEP-Savings Plan, and the Participant commences re-employment with a Participating Employer or a subsidiary or affiliate of the Company, the Participant, upon commencement of such re-employment with a Participating Employer, will accrue additional Benefits in accordance with the terms of this Plan as it relates to all service with his Participating Employers (pre and post re-employment); provided , however , that, upon the Participant' s subsequent Separation From Service, the Participant' s Benefits will be offset by the value of Benefits previously paid or credited to the BEP-Savings Plan. The form of payment of the Participant' s Benefits after the subsequent Separation From Service shall be determined in accordance with the Plan provisions applicable to Separations From Service that occur on the date the subsequent Separation From Service occurs, notwithstanding any prior election made by the Participant.

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VII. Administration of the Plan . A. Administration . The Benefits Committee shall administer this Plan. As Plan Administrator, the Benefits Committee shall have full discretionary authority to determine all questions arising in connection with the Plan, including its interpretation, application and administration, 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. Any and all decisions of the Benefits Committee as to interpretation or application of this Plan shall be conclusive and binding on all persons, shall be given full force and effect, and shall be reviewed by any court or arbitrator on an arbitrary and capricious standard, rather than a de novo standard.

B. Delegation . The Benefits Committee may (1) designate a person or persons and/or appoint an administrative committee to carry out the day-to-day administration of the Plan, and (2) authorize any agent to execute or deliver any instrument or make any payment on the Benefits Committee' s behalf or provide such services as the Benefits Committee may require in carrying out the provisions of the Plan. C. Limitation of Liability . Neither the Benefits Committee nor any member of the Board of Directors nor any officer, employee or agent of the Company shall incur any liability individually or on behalf of any other individuals or on behalf of the Company for any act, or failure to act, in relation to the Plan or the funds of the Plan unless such action or inaction is adjudged to be due to fraud. The Benefits Committee and each member of the Board of Directors shall be entitled, in good faith, to rely or act upon any report or


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other information furnished to him by any other officer or other employee of the Company, the Company' s independent certified public accountants, or any executive compensation consultant, legal counsel or other professional retained by the Company. None of the Benefits Committee, the Compensation Committee or any member of the Board of Directors shall be entitled to act on or decide any matter relating solely to himself or any of his rights or benefits under the Plan.

D. Indemnification . The Benefits Committee, each member of the Board of Directors and their delegates, and the officers, employees and agents of the Company shall be indemnified by the Company against any and all liabilities arising by reason of any act, or failure to act, in relation to the Plan or the funds of the Plan, including, without limitation, expenses incurred in the defense of any claim relating to the Plan or the funds of the Plan, and amounts paid in any compromise or settlement relating to the Plan or the funds of the Plan, unless such action or inaction is adjudged to be due to fraud.

E. Claims Procedure . All claims for benefits under the Plan shall be submitted and reviewed in accordance with the Claims Appeal Guidelines. No claimant shall institute any action or proceeding in any state or federal court of law or equity or before any administrative tribunal or arbitrator for a claim of benefits under the Plan until the claimant has first exhausted the Plan' s review procedures set forth in the Claims Appeal Guidelines. Any and all decisions of the Company pursuant to the Claims Appeal Guidelines shall be conclusive and binding on all persons, shall be given full force and effect, and shall be reviewed by any court or arbitrator on an arbitrary and capricious standard, rather than a de novo standard. F. Expense . Expenses of the Benefits Committee attributable to the administration of the Plan shall be paid directly by the Company.


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VIII. General Provisions .

A. Termination of the Plan . The Board of Directors reserves the right to terminate the Plan at any time, provided , however , that no termination shall be effective re ...