MEAD JOHNSON NUTRITION COMPANY 2009 AMENDED AND RESTATED STOCK AWARD AND INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT ____- ____Performance Share Award

Except as otherwise provided herein, the opportunity to earn the Performance Shares for any Performance Year shall be effective only if the Participant’s Termination Date has not occurred prior to the Performance Goal(s) Specification Date for that Performance Year.

Notwithstanding the provisions of subparagraph (a), in the event of a Change in Control during the Performance Period, the Participant’s opportunity to earn the Performance Shares for any Performance Year in which or following the date on which the Change in Control occurs shall be effective only if the Participant’s Termination Date has not occurred prior to the Change in Control and in accordance with the following:

if the Change in Control occurs prior to the Performance Goal(s) Specification Date for the Performance Year in progress on the date on which the Change in Control occurs, the Performance Goal(s) Specification Date will be deemed to occur on the date of the Change in Control;

in the case of any Performance Year beginning after the year in which the Change in Control occurs, the Performance Goal(s) Specification Date shall be deemed to occur as of the beginning of such Performance Year; and

the Performance Goal(s) for any Performance Year occurring after a Change in Control shall be reasonably achievable and not more difficult to achieve in relation to the Company’s budget for the applicable Performance Year than the Performance Goal(s) for any earlier Performance Year was in relation to the budget for that earlier Performance Year.

If a Participant’s employment terminates on or after the date of a Change in Control and during the Protected Period, the Participant’s opportunity to earn the Performance Shares for any Performance Year in which or following the date of the Change in Control shall be governed by the provisions of subparagraph 3(d).

Disability. If the Participant incurs a Disability and if the period of Disability exceeds 26 weeks in the aggregate during one or more Performance Years, the Participant will earn

Death or Retirement. If the Participant’s Termination Date occurs due to death or Retirement one (1) year or more after the first day of the Performance Period and prior to the date on which the Performance Shares for any Performance Year are otherwise settled the Participant will earn:

in the case of Performance Shares relating to a Performance Year completed before the Participant’s Termination Date, the Completed Year Performance Share Payout; and

in the case of Performance Shares relating to a Performance Year in progress on the Participant’s Termination Date, the Pro Rata Performance Share Payout.

Termination by Company other than for Cause; Termination by Participant for Good Reason—Other than During Protected Period. If the Participant’s Termination Date occurs by reason of termination by the Company or an Affiliate or Subsidiary for reasons other than for Cause or by Participant for Good Reason other than during the Protected Period and prior to the date on which the Performance Shares for any Performance Year are otherwise settled, the Participant will earn:

in the case of Performance Shares relating to a Performance Year completed before the Participant’s Termination Date, the Completed Year Performance Share Payout; and

in the case of Performance Shares relating to a Performance Year in progress on the Participant’s Termination Date, the Pro Rata Performance Share Payout; and

Termination by Company other than for Cause; Termination by Participant for Good Reason—During Protected Period. If the Participant’s Termination Date occurs by reason of termination by the Company or an Affiliate or Subsidiary for reasons other than for Cause or by Participant for Good Reason during the Protected Period, the Participant will earn:

in the case of Performance Shares relating to a Performance Year completed prior to the Change in Control and prior to the Participant’s Termination Date, the Completed Year Performance Share Payout;

in the case of Performance Shares relating to a Performance Year beginning after the Change in Control and completed prior to the Participant’s Termination Date, the Completed Year Performance Share Payout;

in the case of Performance Shares relating to a Performance Year in progress on the date of the Change in Control and on the Participant’s Termination Date, the Target Level Performance Share Payout;

in the case of Performance Shares relating to a Performance Year beginning after the date of the Change in Control and in progress on the Participant’s Termination Date, the Target Level of Performance Share Payout; and

in the case of Performance Shares relating to a Performance Year beginning after the date of the Change in Control and after the Participant’s Termination Date, the Target Level of Performance Share Payout.

Termination for Cause; Voluntary Termination Other than for Good Reason. If the Participant’s Termination Date occurs by reason of termination by the Company or an Affiliate or Subsidiary for Cause or by Participant other than for Good Reason and, in either case, prior to the Earning Date for a Performance Year, then, as of the Participant’s Termination Date, all of the Performance Shares for that Performance Year and any future Performance Years during the Performance Period shall be canceled and forfeited and the Participant shall have no further rights with respect thereto.

Retirement. If the Participant’s Termination date occurs due to Retirement, the Performance Shares that are earned as of the Participant’s Termination Date shall be settled on or Promptly following the earliest of the following dates or events:

the Settlement Date;

if a Section 409A Change in Control occurs prior to the Settlement Date:

as to any Performance Shares earned prior to the Section 409A Change in Control, the date of the Section 409A Change in Control; and

as to any Performance Shares that were not earned prior to the Section 409A Change in Control, the Earning Date with respect thereto; or

in the event of the Participant’s death following the Participant’s Termination Date, the Participant’s death or, with respect to any Performance Shares that were not earned as of the Participant’s death, the Earning Date with respect thereto.

Death. If the Participant’s Termination Date occurs due to death, the Performance Shares that are earned as of the Participant’s Termination Date shall be settled Promptly following the date or event determined in accordance with the following:

as to any Performance Shares earned pursuant to Section 3(b)(i), as of the Participant’s death; and

as to any Performance Shares earned pursuant to Section 3(b)(ii), the Earning Date with respect thereto.

Termination by Company other than for Cause; Termination by Participant for Good Reason. If the Participant’s Termination Date occurs due to termination by the Company other than for Cause or termination by the Participant for Good Reason (whether during the Protected Period or otherwise), any Performance Shares that are earned as of the Participant’s Termination Date shall be settled on or Promptly following the earliest of the following dates or events:

the Settlement Date;

if a Section 409A Change in Control occurs prior to the Settlement Date:

as to any Performance Shares earned prior to the Section 409A Change in Control, the date of the Section 409A Change in Control; and

as to any Performance Shares that were not earned prior to the Section 409A Change in Control, the Earning Date with respect thereto; or

in the event of the Participant’s death following the Participant’s Termination Date, the Participant’s death or, with respect to any Performance Shares that were not earned as of the Participant’s death, the Earning Date with respect thereto.

In consideration of the Performance Shares awarded hereby, the Participant expressly agrees and covenants that, during the Restricted Period, the Participant shall not, without the prior consent of the Company, permit any Forfeiture Event to exist, directly or indirectly.

If the Committee determines that a Forfeiture Event has occurred or is ongoing, then the Participant covenants and agrees that the following forfeitures and related actions will occur:

Any portion of the Performance Shares that have not been settled shall be immediately canceled and forfeited and the Participant shall automatically forfeit any rights the Participant may have with respect to the Performance Shares as of the date of such determination; and

If any of the Performance Shares vested within the twelve (12) month period immediately preceding the occurrence of a Forfeiture Event (or following the date of the earliest Forfeiture Event), then, upon the Company’s demand, the Participant shall immediately deliver to the Company certificate(s) for the number of shares of Stock issued upon settlement of the Performance Shares or, if the shares have been sold, the Participant shall immediately remit to the Company, in cash, the proceeds of any such sale(s). Any shares surrendered pursuant to this provision shall be treated as treasury shares and shall be added to the authorized and unissued shares available for issuance under the Plan.

and if Participant is a specified employee (within the meaning of Code Section 409A) and if any such payment or benefit is required to be made or provided prior to the date which is six (6) months following Participant’s Termination Date, such payment or benefit shall be delayed until the date which is six (6) months and one (1) day following Participant’s Termination Date; provided, however, that if Participant dies prior to such six (6) month anniversary, all remaining payments shall be paid to his estate within ninety (90) days following his death; and

the determination as to whether Participant has had a Termination Date (or other termination of employment or separation from service) shall be made in accordance with the provisions of Code Section 409A and the guidance issued thereunder without application of any alternative levels of reductions of bona fide services permitted thereunder.

Cause. The term “Cause” means:

with respect to a Termination Date that occurs other than during the Protected Period:

Failure or refusal by the Participant to substantially perform his duties with the Company or its Subsidiaries or Affiliates (except where the failure results from incapacity due to Disability); or

Severe misconduct or activity deemed detrimental to the interests of the Company or a Subsidiary or Affiliate. This may include, but is not limited to, the following: acts involving dishonesty, violation of the Company’s or a Subsidiary’s or an Affiliate’s written policies (such as those related to alcohol or drugs, etc.), violation of safety rules, disorderly conduct, discrimination and/or discriminatory harassment, unauthorized disclosure of the Company’s or a Subsidiary’s or an Affiliate’s confidential information, or the entry of a plea of nolo contendere to, or the conviction of, a crime; and

with respect to a Termination Date that occurs during the Protected Period:

The Participant’s willful and continued failure to substantially perform the Participant’s duties with the Company or its Subsidiaries or Affiliates (except where the failure results from incapacity due to Disability) for a period of thirty (30) consecutive days after a written demand for substantial performance is delivered to the Participant by the Committee, which demand specifically identifies the manner in which the Committee believes that the Participant has not substantially performed the Participant’s duties;

Willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries or Affiliates, monetarily or otherwise; or

The Participant is convicted of, or has entered a plea of nolo contendere to, a felony.

The Participant owns or has any financial interest in a Competitive Business or is actively connected with a Competitive Business by managing, operating, controlling, being an employee or consultant of (or accepting an offer to be an employee or consultant) or otherwise advising or assisting a Competitive Business in such a way that such connection might result in an increase in value or worth of any product, technology or service that competes with any product, technology or service upon which the Participant worked or about which the Participant became familiar as a result of the Participant’s employment with the Company or an Affiliate or Subsidiary; provided, however, that nothing in this clause shall prevent the Participant from owning one percent or less of the outstanding securities of any entity whose securities are traded on a U.S. national securities exchange (including NASDAQ) or an equivalent foreign exchange; and provided, further that, for periods after a Participant’s Termination Date, the Participant may be actively connected with a Competitive Business so long as the Participant’s connection to the business does not involve any product, technology or service that competes with any product, technology or service upon which the Participant worked or about which the Participant became familiar as a result of the Participant’s employment with the Company or an Affiliate or Subsidiary and the Company is provided written assurance of this fact from the Competitive Business prior to the Participant’s beginning such connection;

The Participant takes any action that might divert any opportunity from the Company or any Affiliate or Subsidiary, or any of their respective successors or assigns (the “Related Parties”) that is within the scope of the present or future operations or business of any of the Related Parties;

The Participant employs, solicits for employment, advises or recommends to any other person that they employ or solicit for employment or form an association with any person who is employed by the Company or an Affiliate or Subsidiary or who has been employed by the Company or an Affiliate or Subsidiary within one (1) year of the date the Participant’s Termination Date occurs for any reason;

The Participant contacts, calls upon or solicits any (A) customer or (B) prospective customer of the Company or an Affiliate or Subsidiary that the Participant became aware of or was introduced to in the course of the Participant’s duties for the Company or an Affiliate or Subsidiary, or, in any case, otherwise attempts to divert or take away from the Company or an Affiliate or Subsidiary the business of any customer or prospective customer of the Company or an Affiliate or Subsidiary; or

The Participant engages in any activity that is harmful to the interests of the Company or an Affiliate or Subsidiary, including, without limitation, any conduct during the term of the

with respect to a Termination Date that occurs other than during the Protected Period, the occurrence of any one or more of the following events that occur without the Participant’s written consent:

A material reduction in the Participant’s base salary;

A reduction in grade level, resulting in a material diminution of the Participant’s authority, duties, or responsibilities; or

A change in the principal location of the Participant’s job or office, such that the Participant will be based at a location that is 50 miles or more further (determined in accordance with the Company’s relocation policy) from the Participant’s principal job or office location immediately prior to the proposed change in the Participant’s job or office.

with respect to a Termination Date that occurs during the Protected Period, the occurrence of any one or more of the following events that occur without the Participant’s express written consent:

if applicable, the assignment to the Participant of any duties materially inconsistent with the Participant’s status as an officer of the Company (e.g., no longer reporting to the CEO) or a substantial adverse alteration in the nature or status of the Participant’s authorities, duties or responsibilities from those in effect immediately prior to the Change in Control (e.g., reduction in signing authority);

a material adverse change in the Participant’s reporting relationships;

a material reduction by the Company, its Subsidiaries or its Affiliates in the Participant’s base salary or bonus from the levels in effect immediately prior to a Change in Control or as the same may be increased from time to time after a Change in Control;

the relocation of the Participant’s principal place of employment to a location more than 50 miles from the location of such place of employment immediately prior to a Change in Control, except for required travel on the Company’s business to an

the failure of the Company, its Subsidiaries or its Affiliates to pay the Participant any material amount or portion of the Participant’s compensation or to pay the Participant any portion of an installment of deferred compensation under any deferred compensation program of the Company, its Subsidiaries or its Affiliates within seven (7) days of the date on which such compensation was due; or

the failure by the Company, its Subsidiaries or its Affiliates to continue in effect any compensation or benefit plan which is material to the Participant’s compensation and in which the Participant participated immediately prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company, its Subsidiaries or its Affiliates to continue the Participant’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amounts of benefits provided and the level of the Participant’s participation relative to other participants, as existed at the time of the Change in Control.

A transfer of the Participant’s employment from the Company to a Subsidiary or Affiliate, or vice versa, or from one Subsidiary or Affiliate to another;

A leave of absence, duly authorized in writing by the Company, for military service or sickness or for any other purpose approved by the Company if the period of such leave does not exceed ninety (90) days;

A leave of absence in excess of ninety (90) days, duly authorized in writing, by the Company, provided the Participant’s right to reemployment is guaranteed either by a statute or by contract; or

Any period that the Participant is receiving Disability Benefits due to the incurrence of a Disability prior to the date that would otherwise be the Participant’s Termination Date.