MEAD JOHNSON NUTRITION COMPANY 2009 AMENDED AND RESTATED STOCK AWARD AND INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT 2013 - 2015 Performance Share Award

1.Award. The Performance Shares granted to the Participant hereunder represent the opportunity for the Participant to earn the Performance Shares for each of Y1, Y2 and Y3. 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. If a Change in Control occurs during the Performance Period, the rules set forth in Appendix B (“Special Change in Control Provisions”) apply.

2.Dividend Equivalents. No Dividend Equivalents will accrue or be payable in connection with Performance Shares.

3.Earning of Performance Shares. For each Performance Year, the Committee shall determine and certify in writing in accordance with the terms of the Plan the extent to which the Performance Shares for that Performance Year have been earned on the basis of the Company's actual performance in relation to the applicable established Performance Goal(s), which determination and certification shall occur as of the date, not later than March 15 of the year following the applicable Performance Year, specified by the Committee (which date shall be referred to as the “Earning Date”). Except as otherwise provided by the Committee and in this Agreement, any portion of the Performance Shares that are not earned on the Participant's Termination Date and any Performance Shares for a Performance Year that are not otherwise earned by the Participant for that Performance Year based on the satisfaction of Performance Goal(s) (or otherwise) shall immediately expire and shall be forfeited and the Participant shall have no further rights with respect thereto. Notwithstanding the foregoing:

For these purposes, if the Participant's Termination Date occurs before the Performance Goal(s) Specification Date for the Performance Year in progress on the Termination Date, the Participant shall have a right to the Performance Shares for such Performance Year in accordance with the foregoing and the other terms and conditions of this Agreement, which Performance Shares shall have the same performance terms as those applicable to participants whose Termination Date has not yet occurred.

For these purposes, if the Participant's Termination Date occurs before the Performance Goal(s) Specification Date for the Performance Year in progress on the Termination Date, the Participant shall have a right to the Performance Shares for such Performance Year in accordance with the foregoing and the other terms and conditions of this Agreement, which Performance Shares shall have the same performance terms as those applicable to participants whose Termination Date has not yet occurred.

4.Nonforfeitability and Settlement of Earned Performance Shares. Except as otherwise provided herein, the Performance Shares that are earned for any Performance Year will be nonforfeitable from and after the Earning Date for the Performance Year and such Performance Shares will be settled on or Promptly following the Settlement Date by delivery of one share of Stock for each Performance Share being settled either in certificated form or in such other manner as the Company may reasonably determine, unless validly deferred in accordance with deferral terms then authorized by the Committee. The number of Performance Shares earned for the Performance Period shall be rounded to the nearest whole number, unless otherwise determined by the Company officers responsible for the day-to-day administration of the Plan. Notwithstanding the foregoing:

In the event that the Participant's Termination Date occurs during a Protected Period, the rules set forth in Appendix B (“Special Change in Control Provisions”) apply.

5.Withholding. At such time as the Company or any Affiliate or Subsidiary is required to withhold taxes with respect to the Performance Shares, or at an earlier date as determined by the Company, the Participant shall make cash remittance to the Company or the Affiliate or Subsidiary that is the Participant's employer the amount of the federal, state or local income tax or earnings tax or any other applicable tax or assessment (plus interest and penalties thereon, if any, caused by a delay in making such payment) incurred by reason of vesting or settlement of the Performance Shares. The Company and its Subsidiaries and Affiliates shall, to the extent permitted by law, have the right to deduct such amount from any payment of any kind otherwise due to the Participant, including by means of mandatory withholding of shares deliverable in settlement of the Performance Shares, to satisfy the mandatory tax withholding requirements or to require the Participant to authorize the Company's designated broker/agent to sell the shares of Stock acquired upon settlement of the Performance Shares and remit to the Company a sufficient portion of the sale proceeds to pay the applicable brokerage fees and any withholding and/or taxes and applicable fees resulting from such settlement (“sale to cover”). In all cases, the Company shall determine the method by which payment of withholding taxes shall be satisfied. Non-U.S. Participants see applicable Non-U.S. Participant Exhibit for special rules.

6.Forfeiture Provisions. The Participant acknowledges that the Participant's continued employment with the Company, its Affiliates and its Subsidiaries, and the grant of the Performance Shares is sufficient consideration for the Agreement, including, without limitation, the restrictions imposed upon the Participant by this Section 6.

7.Performance Shares Not Contract of Employment or Service; No Rights as Stockholder. The grant of the Performance Shares does not constitute a contract of employment or continued service, and the grant of the Performance Shares shall not give the Participant the right to be retained in the employ or service of the Company or any Affiliate or Subsidiary, nor any right or claim to any benefit under the Plan or the Agreement, unless such right or claim has specifically accrued under the terms of the Plan and the Agreement. The Participant and the Participant's beneficiary shall not have any rights with respect to Stock (including voting rights) issuable upon settlement of the Performance Shares prior to the date on which the Performance Shares are settled.

8.Administration. The authority to administer and interpret the Agreement shall be vested in the Committee, and the Committee shall have all the powers with respect to the Agreement as it has with respect to the Plan. Any

interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding on all persons.

9.Transferability. The Performance Shares are not transferable except as designated by the Participant by will

or by the laws of descent and distribution.

10.Adjustment of Award. The number of Performance Shares, the number and type of Stock subject to the Performance Shares and other related terms shall be adjusted by the Committee in accordance with Section 11(c) of the Plan (or a successor provision).

11.Waiver. The waiver by the Company or an Affiliate or Subsidiary of any provision of the Agreement shall not operate as or be construed to be a subsequent waiver of the same provision or waiver of any other provision hereof.

12.Governing Law. The grant of the Performance Shares and the provisions of this Agreement are governed by, and subject to, the laws of the State of Delaware, without regard to the conflict of law provisions, as provided in the Plan. For purposes of litigating any dispute that arises under this grant or this Agreement the parties hereby submit to and consent to the exclusive jurisdiction of the State of Illinois and agree that such litigation shall be conducted in the courts of Cook County, Illinois, or the federal courts for the United States for the Northern District of Illinois, where this grant is made and/or to be performed.

13.Amendment; Entire Agreement; Successors. This Agreement shall be subject to the terms of the Plan, as amended from time to time, except that the Award that is the subject of this Agreement may not be materially adversely affected by any amendment or termination of the Plan approved after the Grant Date without the Participant's written consent. This Agreement and the Plan contain the entire understanding of the parties with respect to the Performance Shares and supersede any prior agreements or documents with respect to the Performance Shares. This Agreement shall be binding up and inure to the benefit of the heirs, executors, administrators and successors of the parties.

14.Code Section 409A. Notwithstanding anything in the Plan or this Agreement to the contrary, if any payment with respect to any Performance Shares is subject to Code Section 409A and if such payment is to be paid or provided on account of Participant's Termination Date (or other separation from service or termination of employment, other than death):

It is the intent of this Agreement to comply with the requirements of Code Section 409A so that none of the Performance Shares provided under this Agreement or Stock issuable hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to so comply. None of the Company, any Affiliate or any Subsidiary, however, makes any representation regarding the tax consequences of this Award.

Mead Johnson Nutrition Company

By:    __________________________

Senior Vice President, General Counsel and Secretary

5

By: ______________________________________

Participant Signature

The following capitalized terms shall have the meaning specified for purposes of the Agreement.

For purposes of paragraphs (1)(b)(i) and (ii) above, no act, or failure to act, on the Participant's part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant's act, or failure to act, was in the best interest of the Company.

For all purposes, “Cause” will be interpreted by the Committee in its sole discretion, and the Committee's interpretation will be conclusive and binding on all parties.

2.Competitive Business. The term “Competitive Business” means any person or entity that engages in any business activity that competes with the Company's or an Affiliate's or Subsidiary's business in any way, in any geographic area in which the Company or an Affiliate or Subsidiary engages in business, including, without limitation, any state in the United States in which the Company or an Affiliate or Subsidiary sells or offers to sell its products from time to time.

3.Completed Year Performance Share Payout. The term “Completed Year Performance Share Payout” means, with respect to any Performance Year that is completed prior to the Participant's Termination Date, the number of Performance Shares that relate to such Performance Year and that have been determined or thereafter are determined by the Committee to have been earned (regardless of whether the Earning Date has occurred prior to the Participant's Termination Date).

4.Disability Benefits. The term “Disability Benefits” means income replacement benefits payable to the Participant under an accident and health plan of the Company or any Subsidiary or Affiliate, either in the United States or in a jurisdiction outside of the United States. In a jurisdiction outside of the United States, “Disability Benefits” shall also include payments under a mandatory or universal disability plan or program managed or maintained by the government.

5.Forfeiture Event. A “Forfeiture Event” occurs if any of the following occur:

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;

For a termination to qualify as a termination for Good Reason under this provision, the Participant must notify the Company in writing of termination for Good Reason, specifying the event constituting Good Reason, within ten (10) business days after the occurrence of the event that the Participant believes constitutes Good Reason. Failure for any reason to give written notice of termination for Good Reason in accordance with the foregoing will be deemed a waiver of the right to voluntarily terminate employment for that Good Reason event. The Company will have a period of thirty (30) days after receipt of the Participant's notice in which to cure the Good Reason. If the Good Reason is cured within this period, the Participant will not be entitled to terminate employment for Good Reason. If the Company waives its right to cure or does not, within the thirty (30) day period, cure the Good Reason, the Participant will be entitled to terminate employment for Good Reason, and the actual termination date will be determined in the sole discretion of the Company, but in no event will it be later than thirty (30) calendar days from the date the Company waives its right to cure or the end of the thirty (30) day period in which to cure the Good Reason, whichever is earlier.

responsibilities from those in effect immediately prior to the Change in Control (e.g., reduction in signing authority);

For a termination to qualify as a termination for Good Reason under this provision, the Participant must notify the Company in writing of termination for Good Reason, specifying the event constituting Good Reason, within ninety (90) days after the Participant first becomes aware of the event that the Participant believes constitutes Good Reason. Failure for any reason to give written notice of termination of employment for Good Reason in accordance with the foregoing will be deemed a waiver of the right to terminate the Participant's employment for that Good Reason event. The Company will have a period of thirty (30) days after receipt of the Participant's notice in which to cure the Good Reason. If the Good Reason event is cured within this period, the Participant will not be entitled to terminate the Participant's employment for Good Reason. If the Company waives its right to cure or does not, within the thirty (30) day period, cure the Good Reason event, the Participant may terminate the Participant's employment for Good Reason within thirty (30) days following the earlier of the date on which the Company waives its right to cure or the end of the cure period. If the Participant does not terminate the Participant's employment within such thirty (30) day period, the Participant will waive the Participant's right to terminate the Participant's employment for that Good Reason event.

7.Pro Rata Performance Share Payout. The term “Pro Rata Performance Share Payout” means a Pro Rata Portion of the Performance Shares that the Participant would otherwise have actually earned for that Performance Year if his Termination Date had not occurred prior to the Earning Date for that Performance Year.

Where:

P = Number of Performance Shares relating to such Performance Year; and

M =    Number of Months that the Participant was employed from the commencement of that Performance Year through the end of the month in which the Participant's Termination Date occurred (but not more than 12).

For purposes of the foregoing calculation, the number of months that the Participant was employed during a Performance Year shall be reduced by the number of months of any period of Disability during such Performance Year in excess of 26

weeks since the commencement of the Disability. In the case of a Disability extending longer than 26 weeks, the “Pro Rata Portion” for any Performance Year is calculated as follows:

Where:

A =    Number of Performance Shares relating to a given Performance Year; and

D =    Number of months of Disability in excess of 26 weeks since the commencement of the Disability.

For purposes of the foregoing calculations, one (1) or more days worked in a given month is counted as a full month of active employment; and one or more days on Disability in a given month in which the duration of Disability has not yet exceeded 26 weeks is also counted as a full month of active employment.

9.Promptly. With respect to any date or event, the term “Promptly” means within thirty (30) days after such date or event; provided, however, that with respect to any settlement of Performance Shares that is to occur as of the Settlement Date, “Promptly” means no later than March 15 of the year following the last year of the Performance Period.

10.Protected Period. The term “Protected Period” means the two (2)-year period following a Change in Control.

11.Restricted Period. The term “Restricted Period” means the period during which the Participant is employed by the Company or an Affiliate or Subsidiary and twelve (12) months following the date that the Participant ceases to be employed by the Company or an Affiliate or Subsidiary for any reason whatsoever.

12.Section 409A Change in Control. The term “Section 409A Change in Control” means a Change in Control with is also constitutes a change in control event within the meaning of Code Section 409A.

13.Settlement Date. The “Settlement Date” shall be the Earning Date for the last Performance Year of the Performance Period.

14.Target Level Performance Share Payout. The term “Target Level Performance Share Payout” means, with respect to any Performance Year, the number of Performance Shares that the Participant would otherwise have actually earned for that Performance Year if his Termination Date had not occurred prior to the Earning Date for that Performance Year and had the Performance Goal(s) for that Performance Year been achieved at the target level.

15.Termination Date. The term “Termination Date” means the date on which the Participant's employment with the Company and any Affiliates and Subsidiaries terminates for any reason. The Participant's Termination Date shall not occur solely as a result of the following:

However, the Participant's Termination Date shall be deemed to occur upon the date that the Participant fails to return to active service with the Company or an Affiliate or Subsidiary at the end of an approved leave of absence or, if applicable, upon cessation of Disability Benefits.

During a leave of absence as defined in paragraph (b) or (c), although the Participant will be considered to have been continuously employed by the Company or an Affiliate or Subsidiary and not to have incurred a Termination Date solely as a result thereof, the Committee may specify such leave period shall not be counted in determining the period of employment for

purposes of the vesting of the Performance Shares. In such case, the vesting dates for the unvested portion of the Performance Shares shall be extended by the length of any such leave of absence.

Upon the Participant's Termination Date as determined hereunder, vesting of the Performance Shares shall be based on the Participant's circumstances at the time of such termination; provided, however, that if the Participant's Disability exceeds 26 weeks in the aggregate during one or more Performance Years, the provisions of Section 3(a) shall apply for purposes of determining the portion of the Performance Shares that the Participant will earn for any Performance Year.

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.

For these purposes, if the Participant's Termination Date occurs before the Performance Goal(s) Specification Date for the Performance Year in progress on the Termination Date, the Participant shall have a right to the Performance Shares for such Performance Year in accordance with the terms of this Agreement, which Performance Shares shall have the same performance terms as those applicable to participants whose Termination Date has not yet occurred.