MEAD JOHNSON NUTRITION COMPANY 2009 AMENDED AND RESTATED STOCK AWARD AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT

The Participant has been granted Restricted Stock Units (“RSUs”) under the terms of the Mead Johnson Nutrition Company 2009 Amended and Restated Stock Award and Incentive Plan (the “Plan”), subject to the terms and conditions set forth in this Agreement, including all exhibits and appendices hereto which are incorporated herein (the “Agreement”) and the summary of the grant (the “Grant Summary”) on the Morgan Stanley Smith Barney website at www.benefitaccess.com. To the extent applicable, the terms of the RSUs are modified as described in Exhibits I and II (relating to non-U.S. Participants). Capitalized terms not defined herein shall have the meaning specified in the Plan or in the Grant Summary.

2.Dividend Equivalents. Dividend Equivalents shall be paid or credited on RSUs (other than RSUs that, at the relevant record date, previously have been settled or forfeited) as follows unless the Committee specifies alternative treatment:

I have read this Agreement in its entirety. I understand that the RSUs have been granted to provide a means for me to acquire and/or expand an ownership position in Mead Johnson Nutrition Company, and it is expected that I will retain the Stock I receive upon the settlement of the RSUs consistent with the Company's Stock retention guidelines in effect at the time of settlement of the RSUs. I acknowledge and agree that (i) the RSUs are nontransferable, except as provided in Section 7 hereof and Section 11(b) of the Plan, (ii) the Option is subject to forfeiture in the event of my Termination Date in certain circumstances, as specified in the Agreement, and (iii) sales of Stock will be subject to the Company's policy regulating trading in the Company's Stock. In accepting this grant, I hereby agree that Morgan Stanley Smith Barney, or such other vendor as the Company may choose to administer the Plan, may provide the Company with any and all account information necessary to monitor my compliance with the Company's Stock retention guidelines and other applicable policies.

I hereby agree to all the terms and conditions set forth in this Agreement and accept the grant of the RSUs subject thereto. Where electronic acceptance is permitted under applicable law, electronic acceptance of the RSUs shall be binding on the Participant.

1.Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant's employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant acknowledges and agrees that the Company and or the Employer may, if it so determines, offset any employer tax liabilities deemed applicable to the Participant by reducing the shares of Stock deliverable to the Participant under the Award. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU, including, but not limited to, the grant, vesting or settlement of the RSU, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSU to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.

In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to the vested RSU, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items.

Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares Stock or the proceeds of the sale of shares of Stock, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

2.Nature of Grant. In accepting the grant, the Participant acknowledges, understands and agrees that:

3.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, or the Participant's acquisition or sale of the underlying shares of Stock. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant's participation in the Plan before taking any action related to the Plan.

4.Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant's personal data as described in the Agreement and any other RSU grant materials (“Data”) by and among, as applicable, the Employer, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Participant's participation in the Plan.

5.Compliance with Law. Notwithstanding any other provision of the Plan or the Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Stock, the Company shall not be required to deliver any shares issuable upon settlement of the RSU prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the Stock with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Stock Further, the Participant agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Participant's consent to the extent necessary to comply with securities or other laws applicable to issuance of Stock.

6.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

7.Language. If the Participant has received the Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

8.Exhibit II. Notwithstanding any provisions in the Agreement, the RSU grant shall be subject to any special terms and conditions set forth in Exhibit II of the Agreement for the Participant's country. Moreover, if the Participant relocates to one of the countries included in Exhibit II, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibit II constitutes part of the Agreement.

9.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant's participation in the Plan, on the RSU and on any Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

The additional terms and conditions set forth below are specifically incorporated into the Agreement. These terms and conditions govern the RSUs granted under the Mead Johnson 2009 Amended and Restated Stock Award and Incentive Plan if the Participant resides in one of the countries listed below. Due to the complexities of legal, regulatory and tax issues, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the applicable country may apply to the Participant's individual situation. Certain capitalized terms used but not defined in this Exhibit II have the meanings set forth in the Plan and/or the Agreement.

This Exhibit II also includes information of which the Participant should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2013 and is provided for informational purposes. Such laws are often complex and change frequently, certain individual exchange control reporting requirements may apply upon vesting of the RSU and/or sale of Stock and results may be different based on the particular facts and circumstances. As a result, the Company strongly recommends that the Participant does not rely on the information noted herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time the RSU vests, or the Participant sells shares of Stock acquired under the Plan.

In addition, the information is general in nature and may not apply to the Participant's particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which he or she currently is working, transfers employment after the RSU is granted to him or her, or is considered a resident of another country for local law purposes, the information contained herein may not be applicable to him or her, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Participant. If the Participant transfers employment to another country listed in this Exhibit II after the RSU is granted to him or her, the information contained for that new country may be applicable to him or her.

Data Privacy. The following provision replaces in its entirety Section 4 of Exhibit I of the Agreement:

The Participant understands that the Company and the Employer are the privacy representatives of the Company in Italy and may hold certain personal information about the Participant, including, but not limited to, the Participant's name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company or any Subsidiaries or Affiliates, details of all RSUs or any other entitlement to Stock awarded, canceled, vested, unvested or outstanding in the Participant's favor, and that the Company and the Employer will process said data and other data lawfully received from third parties (“Personal Data”) for the exclusive purpose of managing and administering the Plan and complying with applicable laws, regulations and Community legislation.

The Participant also understands that providing the Company with Personal Data is mandatory for compliance with laws and is necessary for the performance of the Plan and that the Participant's denial to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant's ability to participate in the Plan.

The Controller of personal data processing is Mead Johnson Nutrition Company, with registered offices at 2701 Patriot Boulevard, Glenview, Illinois 60026, U.S.A., and pursuant to Legislative Decree no. 196/2003, its representative in Italy is Mead Johnson Nutrition (Italia) S.r.l., Via V. Maroso n. 50, Rome, RM 00142.

The Participant understands that Personal Data will not be publicized, but it may be accessible by the Employer as the privacy representative of the Company and within the Employer's organization by its internal and external personnel in charge of processing, and by Morgan Stanley Smith Barney or any other data processor appointed by the Company. The updated list of processors and of the subjects to which Data are communicated will remain available upon request from the Employer. Furthermore, PersonalData may be transferred to banks, other financial institutions or brokers involved in the management and administration of the Plan.

The Participant understands that Personal Data may also be transferred to the independent registered public accounting firm engaged by the Company, and also to the legitimate addressees under applicable laws. The Participant further understands that the Company and its Subsidiaries or Affiliates will transfer Personal Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant's participation in the Plan, and that the Company and its Subsidiaries or Affiliates may each further transfer Personal Data to third parties assisting the Company in the implementation, administration and management of the Plan, including any requisite transfer of Personal Data to Morgan Stanley Smith Barney or other third party with whom the Participant may elect to deposit any shares of Stock acquired under the Plan or any proceeds from the sale of such shares of Stock. Such recipients may receive, possess, use, retain and transfer Personal Data in electronic or other form, for the purposes of implementing, administering and managing the Participant's participation in the Plan. The Participant understands that these recipients may be acting as controllers, processors or persons in charge of processing, as the case may be, according to applicable privacy laws, and that they may be located in or outside the European Economic Area, such as in the United States or elsewhere, in countries that do not provide an adequate level of data protection as intended under Italian privacy law.

Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Personal Data as soon as it has accomplished all the necessary legal obligations connected with the management and administration of the Plan.

The Participant understands that Personal Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Personal Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of Personal Data abroad, including outside of the European Economic Area, as specified herein and pursuant to applicable laws and regulations, does not require the Participant's consent thereto as the processing is necessary to performance of law and contractual obligations related to implementation, administration and management of the Plan. The Participant understands that, pursuant to section 7 of the Legislative Decree no. 196/2003, the Participant has the right at any moment to, including, but not limited to, obtain confirmation that Personal Data exists or not, access, verify its contents, origin and accuracy, delete, update, integrate, correct, blocked or stop, for legitimate reason, the Personal Data processing. To exercise privacy rights, the Participant should contact the Employer. Furthermore, the Participant is aware that Personal Data will not be used for direct marketing purposes. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if he or she later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant's consent is that the Company would not be able to grant the Participant RSUs or other equity awards or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. In addition, Personal Data provided can be reviewed and questions or complaints can be addressed by contacting the Participant's human resources department.

Plan Document Acknowledgment. In accepting the RSUs, the Participant acknowledges that the Participant has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including Exhibits I and II, in their entirety and fully understand and accept all provisions of the Plan and the Agreement, including Exhibits I and II. The Participant further acknowledges that he or she has read and specifically and expressly approves the following sections of the Agreement: Section 1 (Award); Section 11 (Waiver); and Section 12 (Governing Law); and the following sections of Exhibit I of the Agreement: Section 1 (Responsibility for Taxes); Section 2 (Nature of Grant); Section 3 (No Advice Regarding Grant); Section 5 (Compliance with Law); Section 6 (Electronic Delivery and Acceptance); Section 7 (Language); Section 8 (Exhibit II); and Section 9 (Imposition of Other Requirements).

Additional Tax/Exchange Control Information. The Participant is required to report the following on his or her annual tax return: (1) any transfers of cash or Stock to or from Italy exceeding €10,000 or the equivalent amount in U.S. dollars, (2) any foreign investments or investments held outside of Italy at the end of the calendar year exceeding €10,000 if such investments (including vested RSUs, cash or shares) may result in income taxable in Italy (this will include reporting any vested RSUs combined with other foreign assets that exceed €10,000) and (3) the amount of the transfers made abroad or to or from abroad which have had an impact during the calendar year on the Participant's foreign investments or investments held outside of Italy, to the extent that the overall amount of the transfers exceed €10,000. Under certain circumstances, the Participant may be exempt from requirement under (1) above if the transfer or investment is made through an authorized broker resident in Italy.

Starting from 2011, a tax on the value of financial assets held outside of Italy by Italian residents has been introduced. The tax will apply at an annual rate of 0.15% beginning in 2013. The taxable amount will be the fair market value of the financial assets, assessed at the end of the calendar year. For the purposes of the market value assessment, the documentation issued by the Plan broker may be used.

Exchange Control Information. If the proceeds from the sale of shares of Stock or the receipt of dividends are equal to or greater than US$50,000 or more in a single transaction, the Participant must repatriate the proceeds to Thailand immediately upon receipt and convert the funds to Thai Baht or deposit the proceeds in a foreign currency deposit account maintained by a bank in Thailand within 360 day of remitting the proceeds to Thailand. In addition, the Participant must report the inward remittance to the Bank of Thailand on a foreign exchange transaction form.

If the Participant does not comply with the above obligations, the Participant may be subject to penalties assessed by the Bank of Thailand. Because exchange control regulations change frequently and without notice, the Participant should consult his or her legal advisor before selling shares of Stock to ensure compliance with current regulations. It is the Participant's responsibility to comply with exchange control laws in Thailand, and neither the Company nor the Employer will be liable for any fines or penalties resulting from failure to comply with applicable laws.

Responsibility for Taxes. This provision supplements Section 1 of Exhibit I of the Agreement:

The Participant agrees that if the Participant does not pay or the Employer or the Company does not withhold from the Participant the full amount of income tax that the Participant owes due to the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by the Participant to the Employer, effective 90 days after the Taxable Event. The Participant agrees that the loan will bear interest at Her Majesty's Revenue & Customs' (“HMRC”) official rate and will be immediately due and repayable by the Participant, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to the Participant by the Employer, by withholding in Stock issued upon vesting and settlement of the RSUs or from the cash proceeds from the sale of Stock or by demanding cash or a cheque from the Participant. The Participant also authorizes the Company to delay the issuance of any shares of Stock to him or her unless and until the loan is repaid in full.

Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director and income tax due is not collected from or paid by the Participant within 90 days of the Taxable Event, the amount of any income tax due may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee national insurance contributions due on this additional benefit.