Correction to Amended and Restated Certificate of Inc. – Bristol-Myers

CERTIFICATE OF CORRECTION OF THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

BRISTOL-MYERS SQUIBB COMPANY

Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), in
accordance with the provisions of Section 103 of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:

1. The name of the Company is Bristol-Myers Squibb Company.

2. An Amended and Restated Certificate of Incorporation of the Company was
filed with the Secretary of State of the State of Delaware (the “Secretary of
State”) on May 24, 2005 (the “Certificate of Incorporation”) and said
Certificate of Incorporation requires correction as permitted by subsection (f)
of Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate of Incorporation to be
corrected is that it inadvertently omitted the Certificate of the Designation,
Preferences and Relative, Participating, Optional or Other Special Rights of the
$2.00 Convertible Preferred Stock which was filed with the Secretary of State on
December 22, 1967.

4. The Certificate of Incorporation is corrected by inserting the following
as a new paragraph immediately preceding the heading “Common Stock” in Article
FOURTH of the Certificate of Incorporation:

“Pursuant to the authority conferred upon the Board of Directors of the
corporation by this Article FOURTH, the Board of Directors created a series of
1,300,188 shares of Preferred Stock of the corporation designated as the $2.00
Convertible Preferred Stock (the “$2.00 Convertible Preferred Stock”) by filing
a Certificate of Designation with the Secretary of State of the State of
Delaware on December 22, 1967, and the voting powers, designations, preferences
and relative, participating, optional and other special rights, and
qualifications, limitations or restrictions of the $2.00 Convertible Preferred
Stock are set forth in Appendix A hereto and are incorporated herein by
reference.”

5. The Certificate of Incorporation is further corrected by attaching
Appendix A hereto as Appendix A to the Certificate of Incorporation of the
Company.

6. All other provisions of the Certificate of Incorporation remain unchanged.

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IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to
be executed as of the 17^th day of December, 2009.

BRISTOL-MYERS SQUIBB COMPANY
By:		/s/ Sandra Leung
Name:		Sandra Leung
Title:		Senior Vice President, General Counsel and Corporate Secretary

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Appendix A

CERTIFICATE OF THE DESIGNATION, PREFERENCES AND
RELATIVE, PARTICIPATING,

OPTIONAL OR OTHER SPECIAL RIGHTS OF THE $2.00
CONVERTIBLE PREFERRED

STOCK, AND THE QUALIFICATIONS, LIMITATIONS, OR
RESTRICTIONS THEREOF

WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF
INCORPORATION OR

IN ANY AMENDMENT THERETO

(a) Designation. The shares of such series shall be designated
“$2.00 Convertible Preferred Stock”, and the number of shares constituting such
series shall initially be 1,300,188.

(b) Dividends. The holders of the shares of such series shall be
entitled to receive, out of the assets of the Corporation legally available
therefor and as and when declared by the Board of Directors, cash dividends at,
but not exceeding, the rate of Two Dollars ($2.00) per share per annum, payable
quarterly on the 1st day of the months of March, June, September and December in
each year, accruing from the first day of the quarter-yearly dividend period in
which the respective shares of such series shall be issued. For the purpose of
this paragraph (b), the quarter-yearly dividend period shall begin on the 1st
day of the third calendar month prior to the month in which the payment date
occurs. Dividends upon the shares of such series shall be cumulative, so that if
in any dividend period or periods full dividends upon the outstanding shares of
such series at the rate fixed therefor shall not have been paid, the deficiency
shall be declared and paid or set apart for payment before any dividend shall be
declared and paid or set aside for payment on the Common Stock, and before any
assets which are by law available for the payment of dividends shall be paid or
set apart for the purchase or redemption of any shares of Preferred Stock or for
the purchase of any shares of Common Stock.

(c) Voting Rights. Each holder of shares of such series shall be
entitled to one vote for each share held and, except as otherwise by the
Certificate of Incorporation or by law provided, the shares of such series and
the shares of Common Stock of the Corporation (and any other capital stock of
the Corporation at the time entitled thereto) shall vote together as one class,
except that while holders of shares of Preferred Stock, voting as a class, are
entitled to elect two directors as provided in the Certificate of Incorporation
of the Corporation, they shall not be entitled to participate with the Common
Stock (or any other capital stock as aforesaid) in the election of any other
directors.

So long as any shares of such series are outstanding, the consent of the
holders of at least two-thirds of the shares of such series at the time
outstanding, given in person or by proxy, either in writing or at a meeting at
which the holders of the shares of such series shall vote separately as a class,
shall be necessary for effecting the amendment, alteration or repeal of any
provision of the Certificate of Incorporation of the Corporation, any
certificate amendatory thereof or supplemental thereto, or the by-laws of the
Corporation so as to affect materially any of the powers, preferences and rights
of the shares of such series.

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(d) Redemption. The Corporation at its option, at any time, or from
time to time, on or after December 23, 1972 (except as otherwise provided in
paragraph (b) above), may redeem all or any of the shares of such series at the
following applicable prices:

If Redeemed During the 12-Month Period Beginning December 23,		Per Share Redemption Price
1972		$	53.00
1973		$	52.50
1974		$	52.00
1975		$	51.50
1976		$	51.00
1977		$	50.50
1978 and thereafter		$	50.00

together in each case with an amount equal to any dividends accrued and
unpaid thereon to the date of redemption.

In the event the Corporation shall determine to redeem less than all the
shares of such series then outstanding, the Board of Directors shall determine
the shares of such series so to be redeemed by lot; and the certificate of the
Secretary of the Corporation, filed with the Transfer Agent or Agents for the
shares of such series to be redeemed, of such determination by the Board of
Directors shall be conclusive. Notice of any proposed redemption of shares of
such series shall be given by the Corporation by mailing a copy of such notice
at least 30 days prior to the date fixed for such redemption to the holders of
record of the shares of such series to be redeemed, at their respective
addresses appearing on the books of the Corporation. From and after the date
fixed in such notice as the date of redemption (unless default be made by the
Corporation in providing moneys for the payment of the redemption price) all
dividends upon the shares of such series thereby called for redemption shall
cease to accrue, and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive payment of said redemption price) shall
cease and determine; or, if the Corporation shall so elect, from and after the
date (which date shall be the date of redemption or prior thereto) on which the
Corporation shall deposit with a bank or trust company doing business in the
Borough of Manhattan, The City of New York, State of New York as Paying Agent,
moneys sufficient in amount to pay at the office of such Paying Agent, on the
redemption date, the said redemption price (provided the notice of redemption
shall state the name and address of such Paying Agent and the intention of the
Corporation to deposit said moneys on or before the date of redemption with such
Paying Agent), all dividends on the shares of such series so called for
redemption shall cease to accrue, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive from said Paying
Agent said redemption price, and the right, if any, to convert or exchange
shares thereof for shares of the Common Stock) shall thereupon cease and
determine, and

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by the deposit of said moneys with said Paying Agent the shares of such
series so called for redemption shall be redeemed. Any moneys so deposited with
said Paying Agent which shall remain unclaimed by the holders of shares of such
series so called for redemption at the end of five full calendar years after the
redemption date shall be paid by said Paying Agent to the Corporation, and
thereafter the holders of the shares of such series called for redemption shall
look only to the Corporation for the payment thereof.

(e) Liquidation. In the event of the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of the
shares of such series shall be entitled to receive for each share thereof
$50.00, together with an amount equal to accrued and unpaid dividends thereon,
before any distribution of assets shall be made to the holders of the Common
Stock. The holders of the shares of such series shall be entitled to no further
participation in any such distribution. Neither the merger nor consolidation of
the Corporation into or with any other corporation, nor the merger or
consolidation of any other corporation into or with the Corporation, nor a sale,
transfer or lease of all or any part of the assets of the Corporation, shall be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this paragraph (e).

(f) Conversion. The holders of shares of the $2.00 Convertible
Preferred Stock shall have the right, at their option, to convert such shares
into shares of Common Stock of the Corporation at any time on the following
terms and conditions:

The shares of such series shall be convertible at the office of a Transfer
Agent for such series into full paid and non-assessable shares (calculated as to
each conversion to the nearest 1/100th of a share) of Common Stock of the
Corporation at the conversion rate in effect at the time of conversion. The rate
at which shares of Common Stock shall be delivered upon conversion (herein
called the “conversion rate”) shall be initially .53 shares of
Common Stock for each share of such series, provided, however, that such initial
conversion rate shall be subject to adjustment from time to time in certain
instances as hereinafter provided. The Corporation shall make no payment or
adjustment on account of any dividends accrued on the shares of such series
surrendered for conversion or on account of any dividends accrued on the Common
Stock. In case of the call for redemption of any shares of such series such
right of conversion shall cease and terminate, as to the shares designated for
redemption, at the close of business on the date fixed for redemption unless
default shall be made in the payment of the redemption price.

Before any holder of shares of the $2.00 Convertible Preferred Stock shall be
entitled to convert the same into Common Stock he shall surrender the
certificate or certificates therefor, duly endorsed, at the office of a Transfer
Agent, and shall give written notice to the Corporation at said office that he
elects to convert the same or part thereof and shall state in writing therein
the name or names in which he wishes the certificate or certificates for Common
Stock to be issued. The Corporation will, as soon as practicable thereafter,
issue and deliver at said office to such holder of shares of such series, or to
his nominee or

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nominees, certificates for the number of full shares of Common Stock to which
he shall be entitled as aforesaid, together with cash in lieu of any fraction of
a share as hereinafter provided. Shares of such series shall be deemed to have
been converted as of the date of the surrender of such shares for conversion as
provided above, and the person or persons entitled to receive the Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such Common Stock on such date.

In case the Corporation shall at any time subdivide its outstanding shares of
Common Stock into a greater number of shares, by way of a dividend payable in
Common Stock or a stock-split, or in case the outstanding shares of Common Stock
of the Corporation shall be combined into a smaller number of shares, the
conversion rate in effect immediately prior to such subdivision or combination
shall be adjusted proportionately. In the event that the Corporation shall, at
any time or from time to time prior to the conversion or redemption of all of
the shares of the $2.00 Convertible Preferred Stock, grant to the holders of its
Common Stock the right to subscribe for or purchase any shares of stock of any
class of the Corporation, the Corporation shall concurrently therewith grant to
the holders of shares of such series the same purchase or subscription rights in
the same proportion as if each share of such series had been converted into
shares of Common Stock at the then existing conversion rate.

Anything in this subdivision (f) to the contrary notwithstanding, the
Corporation shall not be required to give effect to any adjustment in the
conversion rate unless and until the net effect of one or more adjustments,
determined as above provided, shall have resulted in a change of the conversion
rate by at least one-hundredth of one share of Common Stock, and when the
cumulative net effect of more than one adjustment so determined shall be to
change the conversion rate by at least one-hundredth of one share of Common
Stock, such change in the conversion rate shall thereupon be given effect.

In case of any capital reorganization or any reclassification of the capital
stock of the Corporation or in case of the consolidation or merger of the
Corporation with or into another corporation or the conveyance of all or
substantially all of the assets of the Corporation to another corporation, each
share of the $2.00 Convertible Preferred Stock shall thereafter be convertible
into the number of shares of stock or other securities or property to which a
holder of the number of shares of Common Stock of the Corporation deliverable
upon conversion of such share of such series would have been entitled upon such
reorganization, reclassification, consolidation, merger or conveyance; and, in
any such case, appropriate adjustment (as determined by the Board of Directors)
shall be made in the application of the provisions herein set forth with respect
to the rights and interests thereafter of the holders of such series, to the end
that the provisions set forth herein (including provisions with respect to
changes in and other adjustments of the conversion rate) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of stock
or other property thereafter deliverable upon the conversion of the shares of
such series.

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Whenever the conversion rate is adjusted as herein provided, the Treasurer of
the Corporation shall compute the adjusted conversion rate in accordance with
this subdivision (f) and shall prepare a certificate setting forth such adjusted
conversion rate and showing in detail the facts upon which such adjustment is
based, and such certificate shall forthwith be filed with the Transfer Agent or
Agents for the $2.00 Convertible Preferred Stock and a notice thereof mailed to
the holders of record of the outstanding shares of such series.

In case:

(a) the Corporation shall declare a dividend (or any other distribution)
payable upon its Common Stock otherwise than in cash or in its Common Stock; or

(b) the Corporation shall authorize the granting to the holders of its Common
Stock of rights to subscribe for or purchase any shares of stock of any class or
to receive any other rights; or

(c) of any capital reorganization of the Corporation, reclassification of the
capital stock of the Corporation, consolidation or merger of the Corporation
with or into another corporation, or conveyance of all or substantially all of
the assets of the Corporation to another corporation; or

(d) of the voluntary or involuntary dissolution, liquidation or winding up of
the Corporation

then, and in any such case, the Corporation shall cause to be mailed to the
Transfer Agent or Agents for the $2.00 Convertible Preferred Stock and to the
holders of record of the outstanding shares of such series, at least twenty (20)
days prior to the date hereinafter specified, a notice describing such event and
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights, or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (y) the date on which
such reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up is to take place, and the date, if any is
to be fixed, as of which holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.

The Corporation shall at all times reserve and keep available, out of its
authorized but unissued Common Stock or out of shares of Common Stock held in
its Treasury, solely for the purpose of effecting the conversion of the shares
of the $2.00 Convertible Preferred Stock, the full number of shares of Common
Stock deliverable upon the conversion of all shares of such series from time to

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time outstanding. The Corporation shall from time to time, in accordance with
the laws of the State of Delaware, increase the authorized amount of its Common
Stock if at any time the authorized number of shares of Common Stock remaining
unissued shall not be sufficient to permit the conversion of all of the shares
of such series at the time outstanding.

No fractional shares of Common Stock are to be issued upon conversion, but
the Corporation shall pay a cash adjustment in respect of any fraction of a
share which would otherwise be issuable in an amount equal to the same fraction
of the market price (determined as hereinafter provided) per share of Common
Stock on the day of conversion. For the purposes of the foregoing, such market
price shall be the last sale price regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices regular way,
in either case as officially quoted on the New York Stock Exchange, or, if the
Common Stock is not at the time listed on such Exchange, the average of the
closing bid and asked prices as furnished by any recognized dealer in securities
selected by the Corporation for the purpose.

The Corporation will pay any and all issue and other taxes that may be
payable in respect of any issue or delivery of shares of Common Stock on
conversion of shares of the $2.00 Convertible Preferred Stock pursuant hereto.
The Corporation shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of shares
of Common Stock in a name other than that in which the shares of such series so
converted were registered, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Corporation the
amount of any such tax, or has established, to the satisfaction of the
Corporation, that such tax has been paid.

(g) Status of Reacquired Shares. Shares of the $2.00 Convertible
Preferred Stock which have been issued and reacquired in any manner (excluding,
until the Corporation elects to retire them, shares which are held as treasury
shares, but including shares redeemed, shares purchased and retired and shares
which have been converted into shares of Common Stock) shall (upon compliance
with any applicable provisions of the laws of the State of Delaware) have the
status of authorized and unissued shares of the class of Preferred Stock
undesignated as to series and may be redesignated and reissued.

(h) The shares of the $2.00 Convertible Preferred Stock shall not have any
relative, participating, optional or other special rights and powers other than
as set forth above in this Resolution and in the Certificate of Incorporation of
the Corporation, as amended.