Gordon Irlam
326 A St
Redwood City, CA 94063
Email: noreply@base.com
Phone / Fax: +1 (650) 364-6169

Sandra Leung
Corporate Secretary
Bristol-Myers Squibb
345 Park Avenue
New York, NY 10154

February 26, 2003

Dear Ms. Leung,

I hereby agree to withdraw the Responding to the AIDS Pandemic shareholder proposal I filed with Bristol-Myers Squibb dated November 14, 2002.

I appreciate your organizing conference calls and meetings that have allowed me to discuss my concerns with the company. I had not been expecting this opportunity, and I am very grateful. This dialogue has given me a better understanding of the issues of concern to me, and how best to approach them.

I am particularly appreciative that you were willing to seriously consider my request for the company to expand its discount anti-retroviral program to India. I fully acknowledge the company's explanation as to why this may not be a good idea. Namely, the presence of a large number of generic manufacturers in India would blunt the impact of any such an action, and it could have a dilutive impact on the company's ability to offer discount anti-retrovirals elsewhere.

I felt the company was willing to enter a dialogue with me on many of these issues, not as a way of avoiding a shareholder proposal, but because the company genuinely shared many of my concerns. Accordingly I want to show my faith in our company by withdrawing my resolution, while continuing to work together with you on these issues.


Gordon Irlam

Cc via email: Sister Doris Gormley (SRI Consultant, Jesuit Conference)