10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2008
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from      to

Commission File Number: 001-14049

IMS Health Incorporated

(Exact Name of Registrant as Specified in its Charter)

Delaware	06-1506026
(State of Incorporation)	(I.R.S. Employer Identification No.)

901 Main Avenue, Norwalk, CT 06851

(Address of principal executive offices)(Zip Code)

(203) 845-5200

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

x Yes   o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

  Large Accelerated Filer x                  Accelerated Filer o

  Non-Accelerated Filer o                     Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  At June 30, 2008, there were 181,869,442 shares of IMS Health Incorporated Common Stock, $0.01 par value, outstanding.

IMS HEALTH INCORPORATED

INDEX TO FORM 10-Q

	PAGE(S)
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Financial Position
As of June 30, 2008 and December 31, 2007	3
Condensed Consolidated Statements of Income
Three Months Ended June 30, 2008 and 2007	4
Six Months Ended June 30, 2008 and 2007	5
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 2008 and 2007	6
Notes to Condensed Consolidated Financial Statements	7-27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28 – 46
Item 3. Quantitative and Qualitative Disclosures About Market Risk	47
Item 4. Controls and Procedures	47
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	48
Item 1A. Risk Factors	48 – 53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 4. Submission of Matters to a Vote of Security Holders	54
Item 6. Exhibits	55
SIGNATURES	56
EXHIBITS	57

2

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

IMS HEALTH INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)

(Dollars and shares in thousands, except per share data)

	As of June 30, 2008			As of December 31, 2007
Assets:
Current Assets:
Cash and cash equivalents	$	220,725		$	218,249
Accounts receivable, net of allowances of $8,664 and $8,980 in 2008 and 2007, respectively	444,556			415,926
Other current assets	221,294			205,998
Total Current Assets	886,575			840,173
Securities and other investments	6,916			5,415
Property, plant and equipment, net of accumulated depreciation of $217,731 and $201,122 in 2008 and 2007, respectively	197,794			188,877
Computer software	266,870			269,032
Goodwill (Note 6)	699,337			651,709
Other assets	302,273			288,998
Total Assets	$	2,359,765		$	2,244,204
Liabilities, Minority Interests and Shareholders’ Deficit:
Current Liabilities:
Accounts payable	$	101,004		$	117,488
Accrued and other current liabilities	291,899			333,534
Accrued income taxes	64,059			61,791
Short-term deferred tax liability	8,173			7,415
Deferred revenues	97,490			114,316
Total Current Liabilities	562,625			634,544
Postretirement and postemployment benefits	80,110			79,992
Long-term debt (Note 9)	1,472,921			1,203,209
Other liabilities	254,211			265,330
Total Liabilities	$	2,369,867		$	2,183,075
Commitments and Contingencies (Note 7)
Minority Interests	$	101,912		$	101,444
Shareholders’ Deficit:
Common Stock, par value $.01, authorized 800,000 shares; issued 335,045 shares in 2008 and 2007, respectively	$	3,350		$	3,350
Capital in excess of par	537,268			535,500
Retained earnings	2,897,081			2,771,278
Treasury stock, at cost, 153,176 and 143,818 shares in 2008 and 2007, respectively	(3,570,226		)	(3,355,790		)
Cumulative translation adjustment	75,829			61,924
Unamortized postretirement and postemployment balances (SFAS No. 158)	(55,323		)	(56,584		)
Unrealized gain on changes in fair value of cash flow hedges, net of tax	7			7
Total Shareholders’ Deficit	$	(112,014	)	$	(40,315	)
Total Liabilities, Minority Interests and Shareholders’ Deficit	$	2,359,765		$	2,244,204

See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

3

IMS HEALTH INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollars and shares in thousands, except per share data)

	Three Months Ended  June 30,
	2008			2007
Information and analytics revenue	$	453,440		$	420,551
Consulting and services revenue	147,269			116,921
Operating Revenue	600,709			537,472
Operating costs of information and analytics	192,166			177,828
Direct and incremental costs of consulting and services	73,660			55,848
External-use software amortization	13,043			12,376
Selling and administrative expenses	168,097			154,361
Depreciation and other amortization	22,366			18,922
Operating Income	131,377			118,137
Interest income	2,983			1,729
Interest expense	(11,970		)	(9,416		)
Gains from investments, net	—			2,175
Other expense, net	(7,782		)	(20		)
Non-Operating Loss, Net	(16,769		)	(5,532		)
Income before provision for income taxes	114,608			112,605
Provision for income taxes (Note 11)	(36,913		)	(39,211		)
Net Income	$	77,695		$	73,394
Basic Earnings Per Share of Common Stock	$	0.43		$	0.37
Diluted Earnings Per Share of Common Stock	$	0.42		$	0.36
Weighted average number of shares outstanding – Basic	181,741			196,502
Dilutive effect of shares issuable as of period-end under stock-based compensation plans and other	2,133			3,953
Adjustment of shares outstanding applicable to exercised and cancelled stock options during the period	22			646
Weighted Average Number of Shares Outstanding – Diluted	183,896			201,101

See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

4

IMS HEALTH INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollars and shares in thousands, except per share data)

	Six Months Ended June 30,
	2008			2007
Information and analytics revenue	$	909,627		$	828,712
Consulting and services revenue	265,262			219,109
Operating Revenue	1,174,889			1,047,821
Operating costs of information and analytics	385,452			348,478
Direct and incremental costs of consulting and services	141,722			114,324
External-use software amortization	25,757			23,621
Selling and administrative expenses	330,789			294,125
Depreciation and other amortization	43,410			38,073
Operating Income	247,759			229,200
Interest income	5,575			3,527
Interest expense	(23,233		)	(17,972		)
Gains from investments, net	—			1,964
Other expense, net	(28,631		)	(2,798		)
Non-Operating Loss, Net	(46,289		)	(15,279		)
Income before provision for income taxes	201,470			213,921
Provision for income taxes (Note 11)	(64,600		)	(54,958		)
Net Income	$	136,870		$	158,963
Basic Earnings Per Share of Common Stock	$	0.75		$	0.81
Diluted Earnings Per Share of Common Stock	$	0.74		$	0.79
Weighted average number of shares outstanding – Basic	183,388			196,570
Dilutive effect of shares issuable as of period-end under stock-based compensation plans and other	1,547			3,286
Adjustment of shares outstanding applicable to exercised and cancelled stock options during the period	38			1,018
Weighted Average Number of Shares Outstanding – Diluted	184,973			200,874

See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

5

IMS HEALTH INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars and shares in thousands, except per share data)

	Six Months Ended June 30,
	2008			2007
Cash Flows from Operating Activities:
Net income	$	136,870		$	158,963
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	69,167			61,694
Bad debt expense	983			505
Deferred income taxes	1,439			(21,774		)
Gains from investments, net	—			(1,964		)
Minority interests in net income of consolidated companies	3,850			3,907
Non-cash stock-based compensation charges	16,227			20,013
Net tax (expense) benefit on stock-based compensation	(316		)	9,588
Excess tax benefits from stock-based compensation	(88		)	(4,227		)
Change in assets and liabilities, excluding effects from acquisitions and dispositions:
Net increase in accounts receivable	(28,930		)	(26,339		)
Net increase in work-in-process inventory	(5,468		)	(864		)
Net increase in prepaid expenses and other current assets	(18,817		)	(14,397		)
Net decrease in accounts payable	(18,196		)	(3,992		)
Net decrease in accrued and other current liabilities	(6,995		)	(30,900		)
Net decrease in accrued severance, impairment and other charges	(27,914		)	(1,754		)
Net decrease in deferred revenues	(18,476		)	(1,015		)
Net increase in accrued income taxes	5,413			10,837
Net decrease (increase) in pension assets (net of liabilities)	1,655			(60		)
Net decrease (increase) in other long-term assets (net of long-term liabilities)	1,642			(1,421		)
Net Cash Provided by Operating Activities	112,046			156,800
Cash Flows Used in Investing Activities:
Capital expenditures	(22,462		)	(26,196		)
Additions to computer software	(36,537		)	(42,858		)
Proceeds from sale of capital asset, net	1,392			—
Proceeds from sales of investments, net	—			3,524
Payments for acquisitions of businesses, net of cash acquired	(45,308		)	(22,192		)
Funding of venture capital investments	(1,500		)	(1,200		)
Other investing activities, net	(1,874		)	(8,800		)
Net Cash Used in Investing Activities	(106,289		)	(97,722		)
Cash Flows Used in Financing Activities:
Net increase in revolving credit facility and other	139,500			217,798
Proceeds from private placement notes	240,000			—
Repayment of private placement notes	(150,000		)	—
Payments for purchase of treasury stock	(229,340		)	(327,610		)
Proceeds from exercise of stock options	5,000			110,779
Excess tax benefits from stock-based compensation	88			4,227
Dividends paid	(11,067		)	(11,977		)
Proceeds from employee stock purchase plan and other	(25		)	3,330
Decrease in cash overdrafts	(995		)	(4,588		)
Payments to minority interests and other financing activities	(3,382		)	(3,381		)
Net Cash Used in Financing Activities	(10,221		)	(11,422		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	6,940			5,371
Increase in Cash and Cash Equivalents	2,476			53,027
Cash and Cash Equivalents, Beginning of Period	218,249			157,346
Cash and Cash Equivalents, End of Period	$	220,725		$	210,373

See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

6

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

Note 1.  Interim Condensed Consolidated Financial Statements (Unaudited)

The accompanying Condensed Consolidated Financial Statements (Unaudited) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Article 10 of Regulation S-X under the Securities and Exchange Act of 1934, as amended.  The Condensed Consolidated Financial Statements (Unaudited) do not include all the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments, all of which are of a normal recurring nature, considered necessary for a fair presentation of the statements of financial position, income and cash flows for the periods presented have been included.  The results of operations for interim periods are not necessarily indicative of the results expected for the full year.  The December 31, 2007 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.  The Condensed Consolidated Financial Statements (Unaudited) and related notes should be read in conjunction with the Consolidated Financial Statements and related notes of IMS Health Incorporated (the “Company” or “IMS”) included in its 2007 Annual Report on Form 10-K.  Certain prior year amounts have been reclassified to conform to the 2008 presentation.  Amounts presented in the Condensed Consolidated Financial Statements (Unaudited) may not add due to rounding.

Note 2.  Basis of Presentation

IMS is the leading global provider of market intelligence to the pharmaceutical and healthcare industries. The Company offers leading-edge market intelligence products and services that are integral to the Company’s clients’ day-to-day operations, including portfolio optimization capabilities; launch and brand management solutions; sales force effectiveness innovations; managed markets and consumer health offerings; and consulting and services solutions that improve ROI and the delivery of quality healthcare worldwide. The Company’s information products are developed to meet client needs by using data secured from a worldwide network of suppliers in more than 100 countries. Key information products include:

·Sales Force Effectiveness to optimize sales force productivity and territory management;

·Portfolio Optimization to provide clients with insights into market opportunity and business development assessment; and

·Launch, Brand Management and Other to support client needs relative to market segmentation and positioning, life cycle management for prescription and consumer health pharmaceutical products and health economics and outcomes research offerings.

Within these key information products, the Company provides consulting and services that use in-house capabilities and methodologies to assist pharmaceutical clients in analyzing and evaluating market trends, strategies and tactics, and to help in the development and implementation of customized software applications and data warehouse tools.

The Company operates in more than 100 countries.

7

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

The Company is managed on a global business model with global leaders for the majority of its critical business processes and accordingly has one reportable segment (see Note 15).

Note 3.  Summary of Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  In February 2008, the FASB issued Staff Positions No. FAS 157-1 and No. FAS 157-2 which delayed the effective date of SFAS No. 157 for one year for certain non financial assets and liabilities and removed certain leasing transactions from its scope.  The adoption of SFAS No. 157, effective January 1, 2008, did not have a material impact on the Company’s financial position, results of operations or cash flows.  The Company is currently evaluating the impact of SFAS No. 157 for certain non financial assets and liabilities on its financial results.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities–Including an amendment of FASB Statement No. 115.” This statement permits entities to choose to measure many financial instruments and certain other items at fair value.  Entities shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.  This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.  The adoption of SFAS No. 159, effective January 1, 2008, did not have a material impact on the Company’s financial position, results of operations or cash flows as the Company did not elect the fair value measurement option for any additional financial instruments or other items.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations.”  This statement establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired.  This statement also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination.  This statement is effective for fiscal years beginning after December 15, 2008.  The impact on the Company’s financial results will be dependent on the terms and conditions of acquisitions consummated on or after January 1, 2009, the effective date for the Company.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51.” This statement establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. This statement also establishes disclosure requirements that identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.  This statement is effective for fiscal years beginning on or after December 15, 2008. The

8

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

Company is currently evaluating this statement to determine any potential impact that it may have on its financial results.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities–an amendment of FASB Statement No. 133.”  This statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting.  Entities will be required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  The Company is currently evaluating the new disclosure requirements under this statement.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.”  The statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States.  This statement is effective 60 days following the United States Securities and Exchange Commission’s (“SEC”) approval of the Public Company Accounting Oversight Board (“PCAOB”) amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”  The adoption of this statement is not expected to have an impact on the Company’s financial results.

Note 4.   Summary of Significant Accounting Policies

Operating Costs of Information and Analytics

Operating costs of information and analytics (“I&A”) include costs of data, data processing and collection and costs attributable to personnel involved in production, data management and delivery of the Company’s I&A offerings.

One of the Company’s major expenditures is the cost for the data it receives from suppliers.  After receipt of the raw data and prior to the data being available for use in any part of its business, the Company is required to transform the raw data into useful information through a series of comprehensive processes.  These processes involve significant employee costs and data processing costs.

Costs associated with the Company’s data purchases are deferred within work-in-process inventory and recognized as expense as the corresponding data product revenue is recognized by the Company, generally over a thirty to sixty day period.

9

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

Direct and Incremental Costs of Consulting and Services

Direct and incremental costs of consulting and services (“C&S”) include the costs of the Company’s consulting staff directly involved with delivering revenue generating engagements, related accommodations and the costs of primary market research data purchased specifically for certain individual C&S engagements.  Although the Company’s data is used in multiple customer solutions across different offerings within both I&A and C&S, the Company does not have a meaningful way to allocate the direct cost of the data between I&A and C&S revenues.  As such, the direct and incremental costs of C&S do not reflect the total costs incurred to deliver its C&S revenues.

Costs associated with the Company’s time and material and fixed-price C&S contracts are recognized as incurred.

Note 5.  Acquisitions

The Company makes acquisitions in order to expand its products, services and geographic reach. During the six months ended June 30, 2008, the Company completed three acquisitions of Robinson and James Research Pty Limited (Australia), Fourth Hurdle Consulting Limited (U.K.) and Health Benchmarks, Inc. (U.S.) at an aggregate cost of approximately $24,100 which were accounted for under the purchase method of accounting.  As such, the aggregate purchase price has been allocated on a preliminary basis to the assets acquired based on estimated fair values as of the closing date.  The purchase price allocations will be finalized after the completion of the valuation of certain assets and liabilities.  Any adjustments resulting from the finalization of the purchase price allocations are not expected to have a material impact on the Company’s results of operations.  The Condensed Consolidated Financial Statements (Unaudited) include the results of these acquired companies subsequent to the closing of the acquisition.  Had these acquisitions occurred as of January 1, 2008 or 2007, the impact on the Company’s results of operations would not have been significant. Goodwill of approximately $16,400 was recorded in connection with these acquisitions, none of which is deductible for tax purposes.

During the six months ended June 30, 2007, the Company completed one acquisition of ValueMedics Research, LLC (U.S.) at a cost of approximately $9,800 which was accounted for under the purchase method of accounting.  As such, the aggregate purchase price had been allocated on a preliminary basis to the assets acquired based on estimated fair values as of the closing date.  The Company finalized the purchase price allocation for this acquisition during 2007 which did not have a material impact on the Company’s results of operations.  The Condensed Consolidated Financial Statements (Unaudited) include the results of this acquired company subsequent to the closing of the acquisition.  Had this acquisition occurred as of January 1, 2007 or 2006, the impact on the Company’s results of operations would not have been significant.  Goodwill of approximately $6,200 was recorded in connection with this acquisition.  There is approximately $8,500 of tax deductible goodwill.

10

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

Note 6.  Goodwill and Intangible Assets

During the six months ended June 30, 2008, the Company’s goodwill increased by $47,628 due to foreign currency translation adjustments and the preliminary allocations of purchase price for the acquisitions completed during the six months ended June 30, 2008 (see Note 5).  During the six months ended June 30, 2007, the Company’s goodwill increased by $25,613 due to foreign currency translation adjustments and the preliminary allocation of purchase price for the acquisition completed during the six months ended June 30, 2007 (see Note 5).

All of the Company’s other acquired intangibles are subject to amortization.  Intangible asset amortization expense was $4,768 and $9,489 during the three and six months ended June 30, 2008, respectively, and $4,185 and $8,945 during the three and six months ended June 30, 2007, respectively.  At June 30, 2008, intangible assets were primarily composed of customer relationships, databases and trade names (principally included in Other assets) and computer software.  The gross carrying amounts and related accumulated amortization of these intangibles were $183,132 and $89,087, respectively, at June 30, 2008 and $176,330 and $79,598, respectively, at December 31, 2007.  These intangibles are amortized over periods ranging from two to twenty years.  As of June 30, 2008, the weighted average amortization periods of the acquired intangibles by asset class are listed in the following table:

Intangible Asset Type	Weighted Average Amortization Period (Years)
Customer Relationships	10.0
Computer Software and Algorithms	7.0
Databases	4.7
Trade Names	4.3
Other	3.5
Weighted average	8.9

Based on current estimated useful lives, amortization expense associated with intangible assets at June 30, 2008 is estimated to be approximately $4,725 for each of the remaining two quarters in 2008.  Thereafter, annual amortization expense associated with intangible assets is estimated to be as follows:

Year Ended  December 31,	Amortization  Expense
2009	$	16,768
2010	12,673
2011	11,053
2012	9,159
2013	8,702
Thereafter	$	26,241

11

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

Note 7.  Contingencies

The Company and its subsidiaries are involved in legal and tax proceedings, claims and litigation arising in the ordinary course of business. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. For those matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, the Company has recorded reserves in the Condensed Consolidated Financial Statements (Unaudited) based on its best estimates of such loss. In other instances, because of the uncertainties related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. However, even in many instances where the Company has recorded a reserve, the Company is unable to predict with certainty the final outcome of the matter or whether resolution of the matter will materially affect the Company’s results of operations, financial position or cash flows. As additional information becomes available, the Company adjusts its assessment and estimates of such liabilities accordingly.

The Company routinely enters into agreements with its suppliers to acquire data and with its customers to sell data, all in the normal course of business. In these agreements, the Company sometimes agrees to indemnify and hold harmless the other party for any damages such other party may suffer as a result of potential intellectual property infringement and other claims related to the use of the data. These indemnities typically have terms of approximately two years. The Company has not accrued a liability with respect to these matters, as the exposure is considered remote.

In connection with the agreements governing the relationship among the Company and two of its subsidiaries and two third-party investors with respect to IMS Health Licensing Associates, L.L.C. (the “LLC Agreements”), the Company also entered into a guaranty agreement. Under the terms of this guaranty agreement, the Company guarantees in favor of the third-party investors the performance of the Company’s subsidiaries under the LLC Agreements and agrees to indemnify and hold harmless the third-party investors against damages, including specified delay damages, the third-party investors may suffer as a result of failures to perform under the LLC Agreements by the Company and its subsidiaries.

Based on its review of the latest information available, in the opinion of management, the ultimate liability of the Company in connection with pending tax and legal proceedings, claims and litigation will not have a material effect on the Company’s results of operations, cash flows or financial position, with the possible exception of the matters described below.

D&B Legacy and Related Tax Matters

Sharing Disputes.  In 1996 the company then known as The Dun & Bradstreet Corporation (“D&B”) and now known as R.H. Donnelley Corporation (“Donnelley”) separated into three public companies by spinning off ACNielsen Corporation (“ACNielsen”) and the company then known as Cognizant Corporation (“Cognizant”) (the “1996 Spin-Off”).  Cognizant is now known as Nielsen Media Research, Inc., a subsidiary of The Nielsen Company, formerly known as VNU N.V. (“NMR”).  The agreements effecting the 1996 Spin-Off allocated tax-related liability with respect to

12

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

certain prior business transactions (the “Legacy Tax Controversies”) between D&B and Cognizant.  The D&B portion of such liability is now shared among Donnelley and certain of its former affiliates (the “Donnelley Parties”), and the Cognizant portion of such liability is shared between NMR and the Company pursuant to the agreements effecting Cognizant’s spin-off of the Company in 1998 (the “1998 Spin-Off”).

The underlying tax controversies with the Internal Revenue Service (“IRS”) have substantially all been resolved and the Company paid to the IRS the amounts that it believed were due and owing.  In the first quarter of 2006, Donnelley indicated that it disputed the amounts contributed by the Company toward the resolution of these matters based on the Donnelley Parties’ interpretation of the allocation of liability under the 1996 Spin-Off agreements.  The Donnelley Parties on the one hand, and NMR and the Company, on the other hand, have attempted to resolve these disputes through negotiation.  The 1996 Spin-Off agreements provide that if the parties cannot reach agreement through negotiation they must arbitrate the disputes.  The Company intends to vigorously defend itself with respect to such disputes.  As of June 30, 2008, the Company had a reserve of approximately $22,400 (liability and interest, net of tax benefit) for these matters.

On August 14, 2006, the Donnelley Parties commenced arbitration regarding one of these disputes (referred to herein as the “Dutch Partnership Dispute”) by filing a Notice of Arbitration and Statement of Claim (the “Donnelley Statement”) with the American Arbitration Association International Center for Dispute Resolution (the “AAA”).  In the Donnelley Statement, the Donnelley Parties claim that the Company and NMR collectively owe approximately an additional $10,800 with respect to the Dutch Partnership Dispute; (if determined liable, the Company’s share of this amount would be approximately $5,400).  On October 16, 2006, the Company and NMR filed a Statement of Defense denying all claims made by the Donnelley Parties in the Donnelley Statement.   In October 2007, a hearing on the merits of the parties’ claims took place before an AAA arbitration panel, and on December 6, 2007, the panel issued a Partial Award.  In the Partial Award, the panel directed the parties to attempt to agree on the allocation of liability between the parties for the tax controversy underlying the Dutch Partnership Dispute, in accordance with principles set out in the Partial Award.  The parties were unable to reach agreement and, in March 2008, each submitted to the AAA arbitration panel their own calculation of the allocation of liability.  The calculation submitted by the Donnelley Parties showed an underpayment by each of the Company and NMR of approximately $6,800.  The Donnelley Parties also claimed interest, the costs of the arbitration proceeding and their attorneys’ fees, in an aggregate amount of approximately $6,400, of which the Company’s share would be approximately $3,200.  The Company and NMR disputed the Donnelley Parties’ computation and additional claims and submitted their own calculation of the allocation of liability.  This calculation showed a current underpayment by each of the Company and NMR of approximately $2,500, but also showed potential pending adjustments to such amount in favor of each of the Company and NMR of approximately $4,800.  These pending adjustments are contingent upon the IRS’s disposition of certain pending refund claims made by Donnelley.  The Company and NMR have also claimed interest, the costs of the arbitration proceeding and their attorneys’ fees.  In July 2008, the AAA arbitration panel issued a Clarifying Order addressing in concept some (but not all) of the matters disputed by the parties in connection with the application of the principles set forth in the Partial Award.  In the Clarifying Order, the panel directed the parties to submit an agreed joint computation of the principal amount of the liability to be shared, as well as proposed provisions for interest and/or costs or, if no agreement can be reached with respect to those matters, commentary by

13

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

each of the parties as to the appropriate approach to be applied with respect thereto by the panel.  Further arbitration proceedings to resolve these disputes are likely, and the Company continues to believe its reserve for this matter is adequate.

The Partnership (Tax Year 1997).  The IRS is seeking to reallocate certain items of partnership income and expense as well as disallow certain items of partnership expense with respect to a partnership now substantially owned by the Company (the “Partnership”) on the Partnership’s 1997 tax return.  During 1997, the Partnership was substantially owned by Cognizant, but liability for this matter was allocated to the Company pursuant to the agreements effecting the 1998 Spin-Off.  The Company has filed a formal protest relating to the proposed assessment for 1997 with the IRS Office of Appeals.  The Company is attempting to resolve this matter in the administrative appeals process before proceeding to litigation if necessary. If the IRS were to ultimately prevail in its position, the Company’s liability (tax and interest, net of tax benefit) with respect to tax year 1997 would be approximately $22,100, which amount the Company had reserved in current accrued income taxes payable at June 30, 2008.

In addition to these matters, the Company and its predecessors have entered, and the Company continues to enter, into global tax planning initiatives in the normal course of their businesses.  These activities are subject to review by applicable tax authorities.  As a result of the review process, uncertainties exist and it is possible that some of these matters could be resolved adversely to the Company.

IMS Health Government Solutions Voluntary Disclosure Program Participation

Our wholly-owned subsidiary, IMS Government Solutions Inc., is primarily engaged in providing services and products under contracts with the U.S. government.  U.S. government contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the U.S. government have the ability to investigate whether contractors’ operations are being conducted in accordance with such requirements.  U.S. government investigations, whether relating to these contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed on us, or could lead to suspension or debarment from future U.S. government contracting.  U.S. government investigations often take years to complete and may result in no adverse action against us.

IMS Government Solutions has discovered potential noncompliance with various contract clauses and requirements under its General Services Administration Contract which was awarded in 2002 to its predecessor company, Synchronous Knowledge Inc. (Synchronous Knowledge Inc. was acquired by IMS in May 2005).  Upon discovery of the potential noncompliance, the Company began remediation efforts, promptly disclosed the potential noncompliance to the government, and was accepted into the Department of Defense Voluntary Disclosure Program.  The Company expects to file its Voluntary Disclosure Program Report in August 2008.  The Company is currently unable to determine the outcome of this matter pending the resolution of the Voluntary Disclosure Program process and is therefore currently unable to estimate the potential liability, if any, arising from this matter.

14

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

Other Contingencies

Contingent Consideration.  Under the terms of certain purchase agreements related to acquisitions made since 2002, the Company may be required to pay additional amounts as contingent consideration based on the achievement of certain performance related targets during 2008 and 2009.  Substantially all of these additional payments will be recorded as goodwill in accordance with Emerging Issues Task Force (“EITF”) No. 95-8, “Accounting for Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business Combination.”  As of June 30, 2008, approximately $67,200 had been earned under these contingencies since 2002.  The Company paid approximately $19,300 under these contingencies during the six months ended June 30, 2008.  Based on current estimates, the Company expects that additional contingent consideration under these agreements may total approximately $4,200.  It is expected that these contingencies will be resolved within a specified time period after the end of each respective calendar year for 2008 and 2009.

Note 8.  Stock-Based Compensation

The following table summarizes activity of stock options for the periods indicated:

			Weighted
			Average
			Exercise
			Price Per
	Shares		Share
Options Outstanding, December 31, 2005	29,984		$	22.91
Granted	11		$	24.54
Exercised	(6,161	)	$	19.36
Forfeited	(699	)	$	23.58
Cancelled	(1,739	)	$	28.93
Options Outstanding, December 31, 2006	21,396		$	23.43
Granted	—		—
Exercised	(6,299	)	$	22.72
Forfeited	(200	)	$	24.14
Cancelled	(371	)	$	27.61
Options Outstanding, December 31, 2007	14,526		$	23.62
Granted	1,159		$	22.58
Exercised	(247	)	$	20.24
Forfeited	(56	)	$	24.66
Cancelled	(559	)	$	26.56
Options Outstanding, June 30, 2008	14,823		$	23.48
Options Vested or Expected to Vest, June 30, 2008	14,775		$	23.48
Exercisable, June 30, 2008	13,628		$	23.55

The following table summarizes activity of restricted stock units (“RSUs”) with service

15

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

conditions:

			Weighted
			Average
			Grant Date
	Shares		Fair Value
Unvested, December 31, 2005	444		$	20.30
Granted	1,386		$	26.12
Vested	(217	)	$	22.03
Forfeited	(55	)	$	25.79
Unvested, December 31, 2006	1,558		$	25.04
Granted	1,219		$	29.64
Vested	(296	)	$	26.06
Forfeited	(148	)	$	28.09
Unvested, December 31, 2007	2,333		$	27.16
Granted	1,209		$	22.60
Vested	(493	)	$	27.69
Forfeited	(163	)	$	27.46
Unvested, June 30, 2008	2,886		$	25.14
Vested or Expected to Vest, June 30, 2008	2,676		$	25.13

The following table summarizes activity of RSUs with performance conditions:

			Weighted
			Average
			Grant Date
	Shares		Fair Value
Unvested, December 31, 2005	375		$	21.12
Granted	154		$	24.53
Vested	(181	)	$	21.76
Forfeited	(28	)	$	24.08
Unvested, December 31, 2006	320		$	22.14
Granted	123		$	29.16
Vested	(84	)	$	18.65
Forfeited	(6	)	$	27.00
Unvested, December 31, 2007	353		$	25.34
Granted	238		$	24.44
Vested	(78	)	$	24.11
Forfeited	(10	)	$	27.13
Unvested, June 30, 2008	503		$	25.07
Vested or Expected to Vest, June 30, 2008	489		$	25.05

16

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

The following table summarizes activity of non-employee director deferred stock granted in lieu of board meeting fees:

		Weighted
		Average
		Grant Date
	Shares	Fair Value
Outstanding, December 31, 2005	30	$	22.12
Granted	3	$	26.13
Outstanding, December 31, 2006	33	$	22.49
Granted	5	$	29.50
Outstanding, December 31, 2007	38	$	23.37
Granted	2	$	23.32
Outstanding, June 30, 2008	40	$	23.37

The following table summarizes the components and classification of stock-based compensation expense for the periods indicated:

	Three Months Ended  June 30,				Six Months Ended  June 30,
	2008		2007		2008			2007
Stock Options	$	1,199	$	3,563	$	3,217		$	9,079
RSUs	7,637		5,793		13,012			10,560
Employee Stock Purchase Plan	—		147		(2		)	374
Total Stock-Based Compensation Expense	$	8,836	$	9,503	$	16,227		$	20,013
Operating Costs of I&A	$	844	$	979	$	1,621		$	1,961
Direct and Incremental Costs of C&S	1,003		1,023		1,711			1,897
Selling and Administrative Expenses	6,989		7,501		12,895			16,155
Total Stock-Based Compensation Expense	$	8,836	$	9,503	$	16,227		$	20,013
Tax Benefit on Stock-Based Compensation Expense	$	2,727	$	2,895	$	5,127		$	6,115
Capitalized Stock-Based Compensation Expense	$	65	$	102	$	106		$	177

On April 15, 2008, the Company awarded its annual grant in the form of restricted stock units whose vesting and delivery are contingent upon completion of a specified period of future service.  The awards have a zero exercise price to the employee and vest ratably over three to four years.  The Company’s amortization of the award is based upon the fair market value of a share of Common Stock on April 15, 2008.  In addition, on April 15, 2008, the Company awarded stock appreciation rights (“SARs”) to certain executives. The SARs have an exercise price of $22.58 to the employee, vest ratably over 4 years, and the Company’s amortization of the award is based upon the Black-Scholes value.

17

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

For a complete description of the Company’s Stock Incentive Plans and its accounting policies regarding stock-based compensation, refer to Notes 2 and 11 of the Company’s 2007 Annual Report on Form 10-K as filed with the SEC.

Note 9.  Financial Instruments

Foreign Exchange Risk Management

The Company transacts business in more than 100 countries and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce earnings and cash flow volatility associated with foreign exchange rate changes. Accordingly, the Company enters into foreign currency forward contracts to minimize the impact of foreign exchange movements on net income, non-U.S. Dollar anticipated royalties, and on the value of non-functional currency assets and liabilities.

It is the Company’s policy to enter into foreign currency transactions only to the extent necessary to meet its objectives as stated above. The Company does not enter into foreign currency transactions for investment or speculative purposes. The principal currencies hedged are the Euro, the Japanese Yen, the British Pound, the Swiss Franc and the Canadian Dollar.

The impact of foreign exchange risk management activities on pre-tax income for the three and six months ended June 30, 2008 were net losses of $6,131 and $24,728, respectively, and net gains of $2,021 and $1,185 for the three and six months ended June 30, 2007, respectively.  In addition, at June 30, 2008, the Company had assets of approximately $688,856 and liabilities of $693,874 in foreign exchange forward contracts outstanding with various expiration dates through May 2009 relating to non-U.S. Dollar anticipated royalties and non-functional currency assets and liabilities (see below). Foreign exchange forward contracts are recorded at estimated fair value. The estimated fair values of the forward contracts are based on quoted market prices.

Unrealized and realized gains and losses on the contracts hedging net income and non-functional currency assets and liabilities do not qualify for hedge accounting in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities,” and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” (collectively, “SFAS No. 133”), and therefore are not deferred and are included in the Consolidated Statements of Income in Other income (expense), net.

Unrealized gains and losses on the contracts hedging non-U.S. Dollar anticipated royalties qualify for hedge accounting under SFAS No. 133 and are therefore deferred and included in OCI “Other Comprehensive Income.”

Fair Value Disclosures

At June 30, 2008, the Company’s financial instruments included cash, cash equivalents, receivables, accounts payable and long-term debt.  At June 30, 2008, the fair values of cash, cash equivalents, receivables and accounts payable approximated carrying values due to the short-term

18

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

nature of these instruments.  At June 30, 2008, the fair value of long-term debt approximated carrying value.

Effective January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements,” (see Note 3).  SFAS No. 157 establishes a three-level hierarchy for disclosure of fair value measurements as follows:

Level 1 –	Quoted prices in active markets for identical assets or liabilities.
Level 2 –	Quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets; and model-derived valuations in which all significant inputs are observable in active markets.
Level 3 –	Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2008:

	Basis of Fair Value Measurements
	Level 1	Level 2		Level 3	Total
Assets
Derivatives (1)	—	$	688,856	—	$	688,856
Liabilities
Derivatives (1)	—	$	693,874	—	$	693,874

(1)  Derivatives consist of foreign exchange forward contracts based on observable market inputs of spot and forward rates.

Credit Concentrations

The Company continually monitors its positions with, and the credit quality of, the financial institutions which are counterparties to its financial instruments and does not anticipate non-performance by the counterparties. The Company would not realize a material loss as of June 30, 2008 in the event of non-performance by any one counterparty.  In general, the Company enters into transactions only with financial institution counterparties that have a credit rating of A or better. In addition, the Company limits the amount of credit exposure with any one institution.

The Company maintains accounts receivable balances ($444,556 and $415,926, net of allowances, at June 30, 2008 and December 31, 2007, respectively), principally from customers in the pharmaceutical industry. The Company’s trade receivables do not represent significant concentrations of credit risk at June 30, 2008 due to the credit worthiness of its customers and their dispersion across many geographic areas.

19

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

Lines of Credit

The following table summarizes the Company’s long-term debt at June 30, 2008 and December 31, 2007:

	2008		2007
4.6% Private Placement Note, principal payment of $150,000 due January 2008, net of interest rate swaps of $(981)	$	—	$	149,019
5.58% Private Placement Notes, principal payment of $105,000 due January 2015	105,000		—
5.99% Private Placement Notes, principal payment of $135,000 due January 2018	135,000		—
5.55% Private Placement Notes, principal payment of $150,000 due April 2016	150,000		150,000
1.70% Private Placement Note, principal payment of 34,395,000 Japanese Yen due January 2013	317,615		300,787
Revolving Credit Facility:
Japanese Yen denominated borrowings at average floating rates of approximately 1.24%	374,168		397,973
Swiss Franc denominated borrowings at average floating rates of approximately 2.78%	27,338		54,730
U.S. Dollar denominated borrowings at average floating rates of approximately 3.01%	313,800		100,700
Bank Term Loan, principal payment of $50,000 due June 2009 at average floating rate of approximately 2.99%	50,000		50,000
Total Long-Term Debt	$	1,472,921	$	1,203,209

In February 2008, the Company closed a private placement transaction pursuant to which it issued $105,000 of seven-year debt at a fixed rate of 5.58%, and $135,000 of ten-year debt at a fixed rate of 5.99% to several highly rated insurance companies.  The Company used the proceeds for share repurchases (see Note 12) and to refinance existing debt.

In July 2006, the Company entered into a $1,000,000 revolving credit facility with a syndicate of 12 banks (“Revolving Credit Facility”) replacing its existing $700,000 facility.  The terms of the Revolving Credit Facility extended the maturity of the facility in its entirety to a term of five years, maturing July 2011, reduced the borrowing margins, and increased subsidiary borrowing limits.  Total borrowings under the Revolving Credit Facility were $715,306 and $553,403 at June 30, 2008 and December 31, 2007, respectively, all of which were classified as long-term.  The Company defines long-term lines as those where the lines are non-cancellable for more than 365 days from the balance sheet date by the financial institutions except for specified, objectively measurable violations of the provisions of the agreement.  In general, rates for borrowing under the Revolving Credit Facility are LIBOR plus 40 basis points and can vary based on the Company’s Debt to EBITDA ratio.  The weighted average interest rates for the Company’s lines were 2.08% and 2.16% at June 30, 2008 and December 31, 2007, respectively.  In addition, the Company is required to pay a commitment fee on any unused portion of the facilities of 0.01%.  At June 30, 2008, the Company had approximately $284,694 available under its existing bank credit facilities.

In June 2006, the Company closed a $50,000 three-year term loan with a bank.  The term loan allows the Company to borrow at a floating rate with a lower borrowing margin than the Company’s revolving credit facility.  The term loan also provides the Company with an option to extend the term up to an additional two years, which the Company intends to do so.  The Company used the proceeds

20

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

to refinance existing debt borrowed under the revolving credit facility.

In April 2006, the Company closed a private placement transaction pursuant to which it issued $150,000 of ten-year notes to two highly rated insurance companies at a fixed rate of 5.55%.  The Company used the proceeds to refinance existing debt of $150,000 drawn under a short term credit agreement with a bank in January 2006.

In January 2006, the Company closed a private placement transaction pursuant to which its Japanese subsidiary issued 34,395,000 Japanese Yen seven-year debt (equal to $300,000 at date of issuance) to several highly rated insurance companies at a fixed rate of 1.70%.  The Company used the proceeds to refinance existing debt in Japan.

In January 2003, the Company closed a private placement transaction pursuant to which it issued $150,000 of five-year debt to several highly rated insurance companies at a fixed rate of 4.60%.  The Company used the proceeds to pay down existing short-term debt.  The Company also swapped $100,000 of its fixed rate debt to floating rate based on six-month LIBOR plus a margin of approximately 107 basis points.  The Company accounted for these swaps as fair value hedges under the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.”  The Company determined the fair values based on estimated prices quoted by financial institutions.  The fair values of these swaps were $(981) as of December 31, 2007.  These notes and the related swaps matured and were paid off in January 2008.  Although these notes were due within 365 days at December 31, 2007, the Company classified the notes as long-term at December 31, 2007 in compliance with SFAS No. 6, “Classification of Short-Term Obligations Expected to be Refinanced,” as the Company had the ability and intent to refinance these notes with another long-term debt arrangement.

The Company’s financing arrangements provide for certain covenants and events of default customary for similar instruments, including in the case of its main bank arrangements, the private placement transactions, and the term loan, covenants to maintain specific ratios of consolidated total indebtedness to EBITDA and of EBITDA to certain fixed charges.  At June 30, 2008, the Company was in compliance with these financial debt covenants.

Note 10.  Pension and Postretirement Benefits

The following table provides the Company’s expense associated with pension benefits that are accounted for under SFAS No. 87, “Employers’ Accounting for Pensions,” and postretirement benefits that are accounted for under SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions.”  For a complete description of the Company’s pension and postretirement benefits, refer to Note 10 of the Company’s 2007 Annual Report on Form 10-K as filed with the SEC.

21

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

Components of Net Periodic Benefit Cost for the	Pension Benefits						Other Benefits
Three Months Ended June 30,	2008			2007			2008			2007
Service cost	$	4,310		$	4,143		$	—		$	6
Interest cost	5,180			4,611			192			177
Expected return on plan assets	(7,926		)	(7,318		)	—			—
Amortization of prior service cost (credit)	6			5			(3		)	(9		)
Amortization of transition obligation (asset)	(1		)	(1		)	—			—
Amortization of net loss	632			1,107			145			108
Net periodic benefit cost	$	2,201		$	2,547		$	334		$	282

Components of Net Periodic Benefit Cost for the	Pension Benefits						Other Benefits
Six Months Ended June 30,	2008			2007			2008			2007
Service cost	$	8,615		$	8,239		$	—		$	12
Interest cost	10,280			9,193			384			354
Expected return on plan assets	(15,858		)	(14,598		)	—			—
Amortization of prior service cost (credit)	12			9			(6		)	(18		)
Amortization of transition obligation (asset)	—			(2		)	—			—
Amortization of net loss	1,264			2,202			291			216
Net periodic benefit cost	$	4,313		$	5,043		$	669		$	564

Note 11.  Income Taxes

The Company operates in more than 100 countries around the world and its earnings are taxed at the applicable income tax rate in each of these countries.

For the three months ended June 30, 2008, the Company’s effective tax rate was reduced by approximately $10,300 as a result of audit settlements with taxing authorities.  Also during this period, the Company recorded tax expense for tax positions related to non-US transactions offset by a benefit related to the expiration of certain statutes of limitation, resulting in a net tax expense of approximately $5,300.  Further, for the three months ended March 31, 2008 the Company’s effective tax rate was reduced by approximately $4,900 primarily as a result of the filing of an advance pricing agreement (“APA”) between two taxing jurisdictions.  The APA ensures conformity between the jurisdictions’ taxing authorities regarding the treatment of certain intercompany transactions, thereby allowing the Company to record a corresponding tax benefit.  For the six months ended June 30, 2007, the Company’s effective tax rate was reduced by approximately $16,500 primarily due to a favorable non-U.S. audit settlement for tax years 1998 through 2002 and by approximately $4,400 from a reorganization of certain non-U.S. subsidiaries.

The Company files numerous consolidated and separate income tax returns in U.S. (federal and state) and non-U.S. jurisdictions.  For the three and six months ended June 30, 2008, the Company recorded approximately $5,200 and $10,000, respectively, of tax expense related to uncertain tax positions that if recognized, would favorably affect the effective tax rate.  Included in these amounts

22

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

are approximately $2,600 and $5,300, respectively, of interest and penalties. For the three and six months ended June 30, 2007, the Company recorded approximately $3,300 and $7,000, respectively,  of tax expense related to uncertain tax positions including approximately $1,900 and $3,700, respectively, of interest and penalties.

The IRS has concluded its audit of the Company’s 2004 and 2005 federal income tax returns. The resolution of the audit resulted in a tax payment of approximately $5,300 for which a reserve had been previously established. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for the years before 2004 and is no longer subject to state and local income tax examination by tax authorities for years before 1997.  Further, with few exceptions, the Company is no longer subject to examination by tax authorities in its material non-U.S. jurisdictions prior to 2003.  It is reasonably possible that within the next twelve months the Company could realize approximately $17,700 of unrecognized benefits; $9,700 as a result of the termination of a non-U.S. agreement and $8,000 mainly as a result of the expiration of certain statutes of limitation.

Note 12.  IMS Health Capital Stock

The Company’s share repurchase program has been developed to buy opportunistically, when the Company believes that its share price provides it with an attractive use of its cash flow and debt capacity.

On December 18, 2007, the Board of Directors authorized a stock repurchase program to buy up to 20,000 shares.  As of June 30, 2008, 10,000 shares remained available for repurchase under the December 2007 program.

On December 19, 2006, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. This program was completed in November 2007 at a total cost of $287,072.

On January 25, 2006, the Board of Directors authorized a stock repurchase program to buy up to 30,000 shares. This program was completed in May 2007 at a total cost of $799,906.

During the six months ended June 30, 2008, the Company repurchased 10,000 shares of outstanding Common Stock under these programs at a total cost of $229,340.

During the six months ended June 30, 2007, the Company repurchased approximately 11,135 shares of outstanding Common Stock under these programs at a total cost of $333,621, including the repurchase of 6,135 shares pursuant to an accelerated share repurchase program (“ASR”).  As part of the ASR, the Company simultaneously entered into a forward contract for the final settlement of the ASR transaction which was indexed to the price of the Company’s Common Stock.  The ASR agreement provided for the final settlement amount to be in the Company’s Common Stock if the Company were to owe an amount to the bank, or in either cash or additional shares of the Company’s Common Stock, at the Company’s sole discretion, if the bank were to owe an amount to the Company.  As the agreement required the Company to deliver shares to the bank for final settlement, the forward contract element qualified for permanent equity classification and the fair value of the forward contract, which was zero at the contract’s inception, was recorded in equity in accordance with the provisions of EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and

23

IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

Potentially Settled In, a Company’s Own Stock.”  Subsequent changes in the fair value of the forward contract were not recorded as the Company continued to classify the forward contract as equity.  Upon completion of the ASR in April 2007, the Company was required to pay approximately $6,000 in shares, and therefore issued 203 treasury shares, as full settlement of its obligation under the ASR.  The total cost of the ASR was approximately $176,000 or $28.68 per share.  The Company funded the ASR through its existing bank credit facilities (see Note 9).

Total share repurchases during the six months ended June 30, 2008 positively impacted the Company’s diluted earnings per share (“EPS”) by $0.02 per share for the three and six months ended June 30, 2008.  Total share repurchases during the six months ended June 30, 2007 positively impacted the Company’s diluted EPS by less than $0.01 per share for the three and six months ended June 30, 2007.

Shares acquired through the Company’s repurchase programs described above are open-market purchases or privately negotiated transactions in compliance with SEC Rule 10b-18, with the exception of purchases pursuant to the 2007 ASR.

Under the Company’s Restated Certificate of Incorporation as amended, the Company has authority to issue 820,000 shares with a par value of $.01 per share of which 800,000 represent shares of Common Stock, 10,000 represent shares of preferred stock and 10,000 represent shares of Series Common Stock.  The preferred and series Common Stock can be issued with varying terms, as determined by the Board of Directors.

Note 13.  Comprehensive Income

The following table sets forth the components of comprehensive income, net of income tax expense:

	Three Months Ended  June 30,					Six Months Ended  June 30,
	2008		2007			2008		2007
Net Income	$	77,695	$	73,394		$	136,870	$	158,963
Other comprehensive income, net of taxes:
Unrealized gains (losses) on:
Available-for-sale equity securities	—		66			—		(17		)
Tax (provision) benefit on above	—		(23		)	—		6
Change in unrealized gains (losses) on investments	—		43			—		(11		)
Foreign currency translation gains	69,749		43,249			13,905		38,476
Amortization of SFAS 158 service cost	731		1,078			1,261		2,329
Total other comprehensive income	70,480		44,370			15,166		40,794
Comprehensive Income	$	148,175	$	117,764		$	152,036	$	199,757

Note 14.  Severance, Impairment and Other Charges

In response to healthcare marketplace dynamics, during the fourth quarter of 2007, the Company committed to a restructuring plan designed to eliminate approximately 1,070 positions

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IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

worldwide in production and development, sales, marketing, consulting and services and administration.  The plan also included the write-down of two impaired computer software assets and related contract payments to be incurred with no future economic benefit based on the Company’s decision to abandon certain products in its EMEA region.  As a result, the Company recorded $88,690 of Severance, impairment and other charges as a component of operating income in the fourth quarter of 2007.  The severance benefits were calculated pursuant to the terms of established employee protection plans, in accordance with local statutory minimum requirements or individual employee contracts, as applicable.

These charges were designed to strengthen client-facing operations worldwide, increase the Company’s operating efficiencies and streamline its cost structure.  Some of the initiatives included in this plan are designed to better align the Company’s resources to help clients manage for change in a challenging climate.

The severance and contract payments portion of the charge was approximately $75,043 and will all be settled in cash.  The Company expects that all termination actions under the plan will be completed by the end of 2008.

	Severance			Contract			Asset			Currency
	Related			related			write-			translation
	reserves			reserves			downs			adjustments		Total
Charge at December 31, 2007	$	71,583		$	3,460		$	13,647		$	—	$	88,690
2007 utilization	—			—			(13,647		)	—		(13,647		)
2008 utilization	(26,237		)	(1,545		)	—			—		(27,782		)
Currency translation adjustments	—			—			—			2,135		2,135
Balance at June 30, 2008	$	45,346		$	1,915		$	—		$	2,135	$	49,396

 The Company currently expects that cash outlays will be applied against the $49,396 balance remaining in the 2007 fourth quarter charge at June 30, 2008 as follows:

Year Ended December 31,	Outlays
2008	$	33,771
2009	14,244
2010	1,192
2011	189
Total	$	49,396

During the fourth quarter of 2001, the Company completed the assessment of its Competitive Fitness Program. This program was designed to streamline operations, increase productivity and improve client service. In connection with this program, the Company recorded $94,616 of Severance, impairment and other charges during the fourth quarter of 2001 as a component of operating income.  As of June 30, 2008, approximately $1,237 remains to be utilized from 2008 to 2013 related to severance payments.

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IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

In the first quarter of 2007, the Company reversed $640 of contract-related reserves from the fourth quarter 2001 charge due primarily to the termination and settlement of exit related costs for an impaired lease.  These amounts were reversed against Selling and administrative expenses in the Condensed Consolidated Statements of Income (Unaudited).

	Severance			Contract			Asset
	related			related			write-
	reserves			reserves			downs			Total
Charge at December 31, 2001	$	39,652		$	26,324		$	28,640		$	94,616
2001 – 2005 utilization	(37,070		)	(22,315		)	(29,602		)	(88,987		)
2006 utilization	(264		)	(1,887		)	—			(2,151		)
2007 utilization	(263		)	(1,208		)	—			(1,471		)
2007 reversals	—			(640		)	—			(640		)
2008 utilization	(132		)	—			—			(132		)
Adjustments	(688		)	(274		)	962			—
Balance at June 30, 2008	$	1,235		$	—		$	—		$	1,235

The Company currently expects that the $1,235 balance remaining in the 2001 fourth quarter charge will be utilized as follows:

Year Ended December 31,	Outlays
2008	$	130
2009	262
2010	262
2011	262
2012	262
Thereafter	57
Total	$	1,235

Note 15.  Operations by Business Segment

Operating segments are defined as components of an enterprise about which financial information is available that is evaluated on a regular basis by the chief operating decision-maker, or decision-making groups, in deciding how to allocate resources to an individual segment and in assessing performance of the segment.  The Company operates a globally consistent business model, offering pharmaceutical business information and related services to its customers in more than 100 countries.  See Note 2.

The Company maintains regional geographic management to facilitate local execution of its global strategies.  However, the Company maintains global leaders for the majority of its critical business processes; and the most significant performance evaluations and resource allocations made by the Company’s chief operating decision makers are made on a global basis.  As such, the Company has concluded that it maintains one operating and reportable segment.

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IMS HEALTH INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars and shares in thousands, except per share data)

Geographic Financial Information:

The following represents selected geographic information for the regions in which the Company operates for the three and six months ended June 30, 2008 and 2007.

	Americas (1)		EMEA (2)		Asia Pacific (3)		Corporate & Other			Total IMS
Three months ended June 30, 2008:
Operating Revenue (4)	$	257,020	$	260,424	$	83,265	—			$	600,709
Operating Income (Loss) (5)	$	82,151	$	31,624	$	31,953	$	(14,351	)	$	131,377
Six months ended June 30, 2008:
Operating Revenue (4)	$	509,450	$	501,294	$	164,145	—			$	1,174,889
Operating Income (Loss) (5)	$	161,293	$	48,844	$	62,516	$	(24,894	)	$	247,759
Three months ended June 30, 2007:
Operating Revenue (4)	$	240,772	$	224,504	$	72,196	—			$	537,472
Operating Income (Loss) (5)	$	77,685	$	26,049	$	28,501	$	(14,098	)	$	118,137
Six months ended June 30, 2007:
Operating Revenue (4)	$	472,048	$	434,850	$	140,923	—			$	1,047,821
Operating Income (Loss) (5)	$	153,670	$	49,478	$	54,780	$	(28,728	)	$	229,200

Notes to Geographic Financial Information:

(1)Americas includes the United States, Canada and Latin America.

(2)EMEA includes countries in Europe, the Middle East and Africa.

(3)Asia Pacific includes Japan, Australia and other countries in the Asia Pacific region.

(4)Operating Revenue relates to external customers and is primarily based on the location of the customer. The Operating Revenue for the geographic regions includes the impact of foreign exchange in converting results into U.S. dollars.

(5)Operating Income for the three geographic regions does not reflect the allocation of certain expenses that are maintained in Corporate and Other and as such, is not a true measure of the respective regions’ profitability. The Operating Income amounts for the geographic segments include the impact of foreign exchange in converting results into U.S. dollars.

A summary of the Company’s operating revenue by product line for the three and six months ended June 30, 2008 and 2007 is presented below:

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Sales Force Effectiveness	$	271,079	$	246,221	$	536,639	$	479,253
Portfolio Optimization	168,152		157,910		334,471		314,108
Launch, Brand and Other	161,478		133,341		303,779		254,460
Operating Revenue	$	600,709	$	537,472	$	1,174,889	$	1,047,821

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars and shares in thousands, except per share data)

This discussion and analysis should be read in conjunction with the accompanying Condensed Consolidated Financial Statements (Unaudited) and related notes.

Executive Summary

Our Business

IMS Health Incorporated (“we,” “us” or “our”) is the leading global provider of market intelligence to the pharmaceutical and healthcare industries. We offer leading-edge market intelligence products and services that are integral to our clients’ day-to-day operations, including portfolio optimization capabilities; launch and brand management solutions; sales force effectiveness innovations; managed markets and consumer health offerings; and consulting and services solutions that improve ROI and the delivery of quality healthcare worldwide. Our information products are developed to meet client needs by using data secured from a worldwide network of suppliers in more than 100 countries. Key information products include:

·      Sales Force Effectiveness to optimize sales force productivity and territory management;

·      Portfolio Optimization to provide clients with insights into market opportunity and business development assessment; and

·      Launch, Brand Management and Other to support client needs relative to market segmentation and positioning, life cycle management for prescription and consumer health products and health economics and outcomes research offerings.

Within these business lines, we provide consulting and services that use in-house capabilities and methodologies to assist pharmaceutical clients in analyzing and evaluating market trends, strategies and tactics, and to help in the development and implementation of customized software applications and data warehouse tools.

We operate in more than 100 countries.

We manage on a global business model with global leaders for the majority of our critical business processes and accordingly have one reportable segment.

We believe that important measures of our financial condition and results of operations include operating revenue, constant dollar revenue growth, operating income, constant dollar operating income growth, operating margin and cash flows.

Performance Overview

        Our operating revenue grew 11.8% to $600,709 in the second quarter of 2008 as compared to $537,472 in the second quarter of 2007.  Our operating revenue grew 12.1% to $1,174,889 in the six months ended June 30, 2008 as compared to $1,047,821 in the six months ended June 30, 2007.  The three and six month operating revenue increases were a result of growth in all three of our business lines.  Our operating income grew 11.2% to $131,377 in the second quarter of 2008 as compared to $118,137 in the second quarter of 2007.  Our operating income grew 8.1% to $247,759 in the six months ended June 30, 2008 as compared to $229,200 in the six months ended June 30, 2007.  Both the three and six month operating income growth were a result of increased operating revenues offset by increases in operating

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costs, selling and administrative expenses and depreciation and amortization, as discussed below. Our net income was $77,695 for the second quarter of 2008 as compared to $73,394 for the second quarter of 2007 and $136,870 for the six months ended June 30, 2008 as compared to $158,963 for the six months ended June 30, 2007, due to the Non-Operating Loss, net items discussed below and certain tax items as discussed in Note 11 of the Condensed Consolidated Financial Statements (Unaudited).  Our diluted earnings per share of Common Stock increased to $0.42 for the second quarter of 2008 as compared to $0.36 for the second quarter of 2007 and decreased to $0.74 for the six months ended June 30, 2008 as compared to $0.79 for the six months ended June 30, 2007.

Results of Operations

Reclassifications.  Certain prior-year amounts have been reclassified to conform to the 2008 presentation.

References to constant dollar results and results excluding the effect of foreign currency translations.  We report results in U.S. dollars, but we do business on a global basis.  Exchange rate fluctuations affect the rate at which we translate foreign revenues and expenses into U.S. dollars and may have significant effects on our results.  In order to illustrate these effects, the discussion of our business in this report sometimes describes the magnitude of changes in constant dollar terms or results excluding the effect of foreign currency translations.  We believe this information facilitates a comparative view of our business.  In the first six months of 2008, the U.S. dollar was generally weaker against other currencies as compared to the first six months of 2007.  As a result, growth at constant dollar exchange rates was lower than growth at actual currency exchange rates.  See “How Exchange Rates Affect Our Results” below and the discussion of “Market Risk” in the Management Discussion and Analysis section of our annual report on Form 10-K for the year ended December 31, 2007 for a more complete discussion regarding the impact of foreign currency translation on our business.

Summary of Operating Results

					% Variance
	Three Months Ended June 30,				2008
	2008		2007		vs 2007
Information and analytics revenue (I&A)	$	453,440	$	420,551	7.8	%
Consulting and services revenue (C&S)	147,269		116,921		26.0	%
Operating Revenue	600,709		537,472		11.8	%
Operating costs of I&A	192,166		177,828		8.1	%
Direct and incremental costs of C&S	73,660		55,848		31.9	%
External-use software amortization	13,043		12,376		5.4	%
Selling and administrative expenses	168,097		154,361		8.9	%
Depreciation and other amortization	22,366		18,922		18.2	%
Operating Income	$	131,377	$	118,137	11.2	%

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					% Variance
	Six Months Ended June 30,				2008
	2008		2007		vs 2007
Information and analytics revenue (I&A)	$	909,627	$	828,712	9.8	%
Consulting and services revenue (C&S)	265,262		219,109		21.1	%
Operating Revenue	1,174,889		1,047,821		12.1	%
Operating costs of I&A	385,452		348,478		10.6	%
Direct and incremental costs of C&S	141,722		114,324		24.0	%
External-use software amortization	25,757		23,621		9.0	%
Selling and administrative expenses	330,789		294,125		12.5	%
Depreciation and other amortization	43,410		38,073		14.0	%
Operating Income	$	247,759	$	229,200	8.1	%

Operating Income

Our operating income for the second quarter of 2008 grew 11.2% to $131,377 from $118,137 in the second quarter of 2007.  This was due to the increase in our operating revenue, offset by increases in our operating costs and selling and administrative expenses driven by increased cost of data and investments in consulting and services capabilities.  Our operating income increased 1.3% in constant dollar terms.  Our operating income for the first six months of 2008 grew 8.1% to $247,759 from $229,200 in the first six months of 2007.  This was due to the increase in our operating revenue, offset by increases in our operating costs and selling and administrative expenses driven by increased cost of data and investments in consulting and services capabilities.  Our operating income decreased 0.8% in constant dollar terms.

Operating Revenue

Our operating revenue for the second quarter of 2008 grew 11.8% to $600,709 from $537,472 in the second quarter of 2007. On a constant dollar basis, operating revenue growth was 4.2%.  Operating revenue for the first six months of 2008 grew 12.1% to $1,174,889 from $1,047,821 in the first six months of 2007. On a constant dollar basis our operating revenue growth was 4.9%.  On a constant dollar basis, acquisitions completed within the prior twelve months contributed approximately 2.0 and 1.9 percentage points to our operating revenue growth for the second quarter and first six months of 2008, respectively.  The increase in our operating revenue resulted from growth in revenue due to higher purchases of products and consulting offerings from existing customers in all three of our business lines, together with the effect of approximately $41,000 and $76,000 of currency translation for the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.  On a constant dollar basis, our Sales Force Effectiveness and Launch, Brand Management and Other business lines grew.

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Summary of Operating Revenue

					% Variance
					2008 vs 2007
	Three Months Ended June 30,				Reported		Constant
	2008		2007		Rates		Dollar
Sales Force Effectiveness	$	271,079	$	246,221	10.1	%	2.5	%
Portfolio Optimization	168,152		157,910		6.5	%	(0.7	)%
Launch, Brand and Other	161,478		133,341		21.1	%	13.1	%
Operating Revenue	$	600,709	$	537,472	11.8	%	4.2	%

					% Variance
					2008 vs 2007
	Six Months Ended June 30,				Reported		Constant
	2008		2007		Rates		Dollar
Sales Force Effectiveness	$	536,639	$	479,253	12.0	%	4.5	%
Portfolio Optimization	334,471		314,108		6.5	%	(0.2	)%
Launch, Brand and Other	303,779		254,460		19.4	%	12.0	%
Operating Revenue	$	1,174,889	$	1,047,821	12.1	%	4.9	%

·Sales Force Effectiveness: The Americas was the primary contributor to the revenue growth for the second quarter of 2008.  The Americas contributed more than one-half and EMEA contributed more than one-third to the revenue growth for the first six months of 2008.

·Portfolio Optimization: EMEA was the primary contributor to the constant dollar revenue decline for the second quarter of 2008 almost completely offset by revenue growth in Asia Pacific.  EMEA was the primary contributor to the constant dollar revenue decline for the first six months of 2008 almost completely offset by revenue growth in Asia Pacific and the Americas.

·Launch, Brand Management and Other: EMEA contributed more than one-half and the Americas contributed more than one-third to the revenue growth for the second quarter of 2008.  The Americas and EMEA contributed equally to the growth in the first six months of 2008.

Consulting and services (“C&S”) revenue, as included in the business lines above, was $147,269 in the second quarter of 2008, up 26.0% from $116,921 in the second quarter of 2007 (up 17.9% on a constant dollar basis).  Approximately one-third of the C&S revenue growth for the second quarter of 2008 was attributable to acquisitions completed during the prior twelve months.  C&S revenue, as included in the business lines above, was $265,262 in the first six months of 2008, up 21.1% from $219,109 in the first six months of 2007 (up 13.5% on a constant dollar basis).  More than one-third of the C&S revenue growth for the first six months of 2008 was attributable to acquisitions completed during the prior twelve months.

Operating Costs of Information and Analytics

Operating costs of information and analytics (“I&A”) include costs of data, data processing and

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collection and costs attributable to personnel involved in production, data management and delivery of the Company’s I&A offerings.

Our operating costs of I&A grew 8.1% to $192,166 in the second quarter of 2008 from $177,828 in the second quarter of 2007.  Our operating costs of I&A grew 10.6% to $385,452 in the first six months of 2008 from $348,478 in the first six months of 2007.

·Foreign Currency Translation: The effect of foreign currency translation increased our operating costs of I&A by approximately $13,000 and $26,000 for the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.

Excluding the effect of foreign currency translation, our operating costs of I&A grew 0.5% and 3.3% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.

·Data: Data costs increased by approximately $7,000 and $16,000 in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.

·Production, Client Services and Other: Production, client services and other costs decreased by approximately $6,000 and $5,000 for the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.

Direct and Incremental Costs of Consulting and Services

Direct and incremental costs of C&S include the costs of consulting staff directly involved with delivering revenue-generating engagements, related accommodations and the costs of primary market research data purchased specifically for certain individual C&S engagements.  Direct and incremental costs of C&S do not include an allocation of direct costs of data that are included within I&A.  Our direct and incremental costs of C&S grew 31.9% to $73,660 in the second quarter of 2008 from $55,848 in the second quarter of 2007.  Our direct and incremental costs of C&S grew 24.0% to $141,722 in the first six months of 2008 from $114,324 in the first six months of 2007.

·Foreign Currency Translation: The effect of foreign currency translation increased our direct and incremental costs of C&S by approximately $5,000 and $9,000 for the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.

Excluding the effect of foreign currency translation, our direct and incremental costs of C&S grew 23.0% and 16.0% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.

·C&S costs increased by approximately $13,000 and $18,000 in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007, due to increased labor, accommodations and primary market research data expense, all directly related  to C&S revenue growth.

External-Use Software Amortization

Our external-use software amortization charges represent the amortization associated with

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software we capitalized under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.” Our external-use software amortization charges grew 5.4% to $13,043 in the second quarter of 2008 from $12,376 in the second quarter of 2007.  Our external-use software amortization charges grew 9.0% to $25,757 in the first six months of 2008 from $23,621 in the first six months of 2007.  These were due to increased software amortization associated with new products.

Selling and Administrative Expenses

Our selling and administrative expenses consist primarily of the expenses attributable to sales, marketing, and administration, including human resources, legal, management and finance.  Our selling and administrative expenses grew 8.9% in the second quarter of 2008, to $168,097 from $154,361 in the second quarter of 2007.  Our selling and administrative expenses grew 12.5% to $330,789 in the first six months of 2008 as compared to $294,125 in the first six months of 2007.

·Foreign Currency Translation: The effect of foreign currency translation increased our selling and administrative expenses by approximately $9,000 and $18,000 for the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.

Excluding the effect of foreign currency translation, our selling and administrative expenses grew 2.9% and 6.4% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007 to support revenue growth.

·Sales and Marketing: Sales and marketing expense decreased by approximately $3,000 in the second quarter of 2008 as compared to the second quarter of 2007.  Sales and marketing expense remained relatively constant for the first six months of 2008 as compared to the first six months of 2007.

·Consulting:  Consulting and services expenses decreased by approximately $7,000 in the second quarter of 2008 as compared to the second quarter of 2007 and increased by approximately $1,000 in the first six months of 2008 as compared to the first six months of 2007.

·Administrative and Other:  Other expenses increased by approximately $14,000 and $18,000 in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.

Depreciation and Other Amortization

Our depreciation and other amortization charges increased 18.2% to $22,366 in the second quarter of 2008 from $18,922 in the second quarter of 2007, and 14.0% to $43,410 in the first six months of 2008 from $38,073 in the first six months of 2007 due to increased depreciation related to new facilities and technology to upgrade our systems and increased amortization related to internal-use software additions.

Trends in our Operating Margins

Our operating margin for the second quarter of 2008 was 21.9%, as compared to 22.0% in the second quarter of 2007.  Our operating margin for the first six months of 2008 was 21.1%, as compared to 21.9% in the first six months of 2007.  Margins were negatively impacted by increased cost of data and our

33

continuing investments in new products and consulting and services capabilities.

Recent acquisitions have also had an adverse effect on our operating margins due to the fact that some of the small businesses we have acquired have historically experienced lower operating margins than ours, and the revenue and cost synergies that we incorporate into our business plans are not all immediately realized.  We also experience higher intangible amortization in the first years after completing an acquisition and may incur additional costs in integrating the acquired operations into ours, both of which tend to increase our costs and thus decrease our operating margins in the initial years of each completed acquisition.

Non-Operating Loss, net

Our non-operating loss, net increased to a loss of $16,769 in the second quarter of 2008 from a loss of $5,532 in the second quarter of 2007.  Our non-operating loss, net increased to a loss of $46,289 in the first six months of 2008 from a loss of $15,279 in the first six months of 2007.  This was due to the following factors:

·Interest Expense, net: Net interest expense was $8,987 and $17,658 for the second quarter and first six months of 2008, respectively, as compared to $7,687 and $14,445 for the second quarter and first six months of 2007.  This was due to higher debt levels in the second quarter and first six months of 2008 as compared to the second quarter and first six months of 2007.

·Gains from Investments, net: Gains from investments of $2,175 and $1,964 during the second quarter and first six months of 2007, respectively, were the result of the final distribution from our Enterprise portfolio, offset by related management fees.

·Other Expense, net: Other expense, net, grew by $7,762 in the second quarter of 2008 as compared to the second quarter of 2007.  This was a result of net foreign exchange losses of $6,131 in the second quarter of 2008 as compared to net foreign exchange gains of $2,021 in the second quarter of 2007.  Other expense, net, grew by $25,833 in the first six months of 2008 as compared to the first six months of 2007. This was a result of net foreign exchange losses of $24,728 in the first six months of 2008 as compared to net foreign exchange gains of $1,185 in the first six months of 2007.

Taxes

We operate in more than 100 countries around the world and our earnings are taxed at the applicable income tax rate in each of these countries.

        For the three months ended June 30, 2008, our effective tax rate was reduced by approximately $10,300 as a result of audit settlements with taxing authorities.  Also during this period, we recorded tax expense for tax positions related to non-US transactions offset by a benefit related to the expiration of certain statutes of limitation, resulting in a net tax expense of approximately $5,300.  Further, for the three months ended March 31, 2008 our effective tax rate was reduced by approximately $4,900 primarily as a result of the filing of an advance pricing agreement (“APA”) between two taxing jurisdictions.  The APA ensures conformity between the jurisdictions’ taxing authorities regarding the treatment of certain intercompany transactions, thereby allowing us to record a corresponding tax benefit.  For the six months ended June 30, 2007, our effective tax rate was reduced by approximately $16,500 primarily due to a favorable non-U.S. audit settlement for tax years 1998 through 2002 and by approximately $4,400 for a reorganization of certain non-U.S. subsidiaries.

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We file numerous consolidated and separate income tax returns in U.S. (federal and state) and non-U.S. jurisdictions.  For the three and six months ended June 30, 2008, we recorded approximately $5,200 and $10,000, respectively, of tax expense related to uncertain tax positions that if recognized, would favorably affect the effective tax rate.  Included in these amounts are approximately $2,600 and $5,300, respectively, of interest and penalties. For the three and six months ended June 30, 2007, we recorded approximately $3,300 and $7,000, respectively,  of tax expense related to uncertain tax positions including approximately $1,900 and $3,700, respectively, of interest and penalties.

The IRS has concluded its audit of our 2004 and 2005 federal income tax returns. The resolution of the audit resulted in a tax payment of approximately $5,300 for which a reserve had been previously established. With few exceptions, we are no longer subject to U.S. federal income tax examinations for the years before 2004 and are no longer subject to state and local income tax examination by tax authorities for years before 1997.  Further, with few exceptions, we are no longer subject to examination by tax authorities in our material non-U.S. jurisdictions prior to 2003.  It is reasonably possible that within the next twelve months we could realize approximately $17,700 of unrecognized benefits; $9,700 as a result of the termination of a non-U.S. agreement and $8,000 mainly as a result of the expiration of certain statutes of limitation.

While we intend to continue to seek global tax planning initiatives, there can be no assurance that we will be able to successfully identify and implement such initiatives to reduce or maintain our overall tax rate and therefore rates may go up in the future.

Operating Results by Geographic Region

The following represents selected geographic information for the regions in which we operate for the three and six months ended June 30, 2008 and 2007:

	Americas (1)		EMEA (2)		Asia Pacific (3)		Corporate & Other			Total IMS
Three months ended June 30, 2008:
Operating Revenue (4)	$	257,020	$	260,424	$	83,265	—			$	600,709
Operating Income (Loss) (5)	$	82,151	$	31,624	$	31,953	$	(14,351	)	$	131,377
Six months ended June 30, 2008:
Operating Revenue (4)	$	509,450	$	501,294	$	164,145	—			$	1,174,889
Operating Income (Loss) (5)	$	161,293	$	48,844	$	62,516	$	(24,894	)	$	247,759
Three months ended June 30, 2007:
Operating Revenue (4)	$	240,772	$	224,504	$	72,196	—			$	537,472
Operating Income (Loss) (5)	$	77,685	$	26,049	$	28,501	$	(14,098	)	$	118,137
Six months ended June 30, 2007:
Operating Revenue (4)	$	472,048	$	434,850	$	140,923	—			$	1,047,821
Operating Income (Loss) (5)	$	153,670	$	49,478	$	54,780	$	(28,728	)	$	229,200

Notes to Geographic Financial Information:

(1)Americas includes the United States, Canada and Latin America.

(2)EMEA includes countries in Europe, the Middle East and Africa.

(3)Asia Pacific includes Japan, Australia and other countries in the Asia Pacific region.

(4)Operating Revenue relates to external customers and is primarily based on the location of the customer. The

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Operating Revenue for the geographic regions includes the impact of foreign exchange in converting results into U.S. dollars.

(5)Operating Income for the three geographic regions does not reflect the allocation of certain expenses that are maintained in Corporate and Other and as such, is not a true measure of the respective regions’ profitability. The Operating Income amounts for the geographic segments include the impact of foreign exchange in converting results into U.S. dollars.

Americas Region

Operating revenue growth in the Americas region was 6.7% and 7.9% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.  Excluding the effect of foreign currency translations, operating revenue grew 5.5% and 6.4% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.  This was driven more than one-half by Launch, Brand and Other business lines and more than one-third by Sales Force Effectiveness for the second quarter and first six months of 2008.

Operating income in the Americas region grew 5.7% and 5.0% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.  The operating income growth reflected revenue growth in the region offset by increases in operating expenses of $12,000 and $30,000 in the second quarter and first six months of 2008, respectively.  Excluding the effect of foreign currency translations, operating income grew by 4.5% and 3.5% in the second quarter and first six months of 2008, respectively.

EMEA Region

Operating revenue increased in the EMEA region by 16.0% and 15.3% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.  Excluding the effect of foreign currency translations, operating revenue grew 2.7% and 3.1% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.  The revenue growth in the second quarter of 2008 was driven by Launch, Brand and Other, offset by declines in revenue growth in Sales Force Effectiveness and Portfolio Optimization business lines.  The growth in the first six months of 2008 was driven by Launch, Brand and Other and Sales Force Effectiveness business lines, offset by a revenue decline in Portfolio Optimization.

Operating income in the EMEA region grew 21.4% in the second quarter of 2008 as compared to the second quarter of 2007 and declined 1.3% in the first six months of 2008 as compared to the first six months of 2007.  The operating income growth in the second quarter of 2008 reflected revenue growth in the region offset by increases in operating expenses of $30,000.  The operating income decline in the first six months of 2008 reflected revenue growth in the region which was more than offset by increases in operating expenses of $67,000.  Growth in data and C&S expense drove the increase in operating expenses.  Excluding the effect of foreign currency translations, operating income declined by 9.2% and 26.9% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.

Asia Pacific Region

Operating revenue in the Asia Pacific region increased 15.3% and 16.5% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.  Excluding the effect of foreign currency translations, operating revenue grew 4.3% and 5.7%

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in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.  The revenue growth in the second quarter and first six months of 2008 was driven by Portfolio Optimization and Sales Force Effectiveness, offset by a revenue decline in the Launch, Brand and Other business lines.

Operating income in the Asia Pacific region increased by 12.1% and 14.1% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.  The operating income growth reflected revenue growth in the region offset by increases in operating expenses of $8,000 and $15,000 in the second quarter and first six months of 2008, respectively.  Excluding the effect of foreign currency translations, operating income increased by 1.0% and 2.8% in the second quarter and first six months of 2008, respectively, as compared to the second quarter and first six months of 2007.

How Exchange Rates Affect Our Results

We operate globally, deriving a significant portion of our operating income from non-U.S. operations.  As a result, fluctuations in the value of foreign currencies relative to the U.S. dollar may increase the volatility of U.S. dollar operating results.  We enter into foreign currency forward contracts to partially offset the effect of currency fluctuations.  In 2008, foreign currency translation increased U.S. dollar revenue growth by approximately 7.6 and 7.2 percentage points in the second quarter and first six months of 2008, respectively, while the impact on operating income growth was an approximate increase of 9.9 and 8.9 percentage points in the second quarter and first six months of 2008, respectively.

Non-U.S. monetary assets are maintained in currencies other than the U.S. dollar, principally the Euro, the Japanese Yen and the Swiss Franc.  Where monetary assets are held in the functional currency of the local entity, changes in the value of these currencies relative to the U.S. dollar are reflected in Cumulative translation adjustment in the Condensed Consolidated Statements of Financial Position (Unaudited).  The effect of exchange rate changes during the first six months of 2008 increased the U.S. dollar amount of Cash and cash equivalents by $6,940.

Venezuela imposed currency exchange restrictions in February 2003, and subsequently adjusted its official exchange rates in February 2004 and once again in March 2005.  At June 30, 2008, IMS AG, our Swiss operating subsidiary, maintained a cash balance of approximately 54,687 Venezuelan Bolívars (“Bolívars”), or approximately $25,500.  Maintaining this cash balance in a non-functional currency requires that we mark-to-market the cash balance at each reporting date with the difference reflected as a gain or loss in the statement of income.  We currently have limited ability to exchange or liquidate this Bolívar balance.  We have recognized exchange losses on the Bolívar balance in the past, resulting from changes in the official U.S. Dollar to Bolivar exchange rate.  It is not possible for us to predict the extent to which we may be affected by future changes in exchange rates and exchange controls imposed by the local government.  However, based on a hypothetical 10% decrease in the value of the Bolívar against the U.S. dollar, we would be required to record a pre-tax loss of approximately $2,300.

Liquidity and Capital Resources

Our cash and cash equivalents increased $2,476 during the six months ended June 30, 2008 to $220,725 at June 30, 2008 compared to $218,249 at December 31, 2007.  The increase reflects cash provided by operating activities of $112,046 and a $6,940 increase due to the effect of exchange rate

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changes, partially offset by cash used in investing and financing activities of $106,289 and $10,221, respectively.

We currently expect that we will use our cash and cash equivalents primarily to fund:

·development of software to be used internally and in our new products and capital expenditures to expand and upgrade our information technology capabilities and to build or acquire facilities to house our growing business (we currently expect to spend approximately $130,000 to $155,000 during 2008 for software development and capital expenditures);

·acquisitions (see Note 5 of Notes to Condensed Consolidated Financial Statements (Unaudited));

·share repurchases (see Note 12 of Notes to Condensed Consolidated Financial Statements (Unaudited));

·dividends to our shareholders (we expect 2008 dividends will be $0.12 per share or approximately $22,000);

·payments for tax-related matters, including the D&B Legacy Tax Matters discussed further in Note 7 to our Condensed Consolidated Financial Statements (Unaudited).  Payments for certain of the D&B Legacy Tax Matters could be up to approximately $31,400 in 2008; and

·pension and other postretirement benefit plan contributions (we currently expect contributions to U.S. and non-U.S. pension and other postretirement benefit plans to total approximately $12,300 in 2008).

Net cash provided by operating activities amounted to $112,046 for the six months ended June 30, 2008, which represented a decrease of $44,754 from cash provided over the comparable period in 2007.  The decrease relates to lower net income, higher severance and other payments related to our fourth quarter 2007 restructuring plan (see Note 14 of Notes to Condensed Consolidated Financial Statements (Unaudited)), higher funding of accounts payable and lower deferred revenue balances, partially offset by the lower funding of accrued expenses and other current liabilities during the six months ended June 30, 2008.  DSO (days sales outstanding) in the second quarter of 2008 was approximately 1 day higher than the prior year comparable quarter.

Net cash used in investing activities amounted to $106,289 for the six months ended June 30, 2008, an increase in cash used of $8,567 over the comparable period in 2007.  The increase relates to higher payments for acquisitions, partially offset by lower capital expenditures and computer software additions during the six months ended June 30, 2008.

Net cash used in financing activities amounted to $10,221 for the six months ended June 30, 2008, a decrease in cash used of $1,201 over the comparable period in 2007.  The decrease relates to lower purchases of treasury stock and higher debt levels, partially offset by lower proceeds from the exercise of employee stock options during the six months ended June 30, 2008.

Our financing activities include cash dividends we paid of $0.03 per share quarterly, which amounted to $11,067 and $11,977 during the six months ended June 30, 2008 and 2007, respectively.  The payments and level of cash dividends made by us are subject to the discretion of our Board of Directors.

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Any future dividends, other than the $0.03 per share dividend for the third quarter of 2008, which was declared by our Board of Directors in July 2008, will be based on, and affected by, a number of factors, including our operating results and financial requirements.

Tax and Other Contingencies

We are exposed to certain known tax and other contingencies that are material to our investors.  The facts and circumstances surrounding these contingencies and a discussion of their effect on us are included in Notes 7 and 11 to our Condensed Consolidated Financial Statements (Unaudited) for the period ended June 30, 2008.

These contingencies may have a material effect on our liquidity, capital resources or results of operations.  Although we have established reserves for D&B Legacy Tax Matters in accordance with SFAS No. 5, “Accounting for Contingencies,” the actual liability may exceed the amount of the reserve.  In addition, even where our reserves are adequate, the incurrence of any of these liabilities may have a material effect on our liquidity and the amount of cash available to us for other purposes.

Management believes that we have made appropriate arrangements in respect of the future effect on us of these known tax and other contingencies.  Management also believes that the amount of cash available to us from our operations, together with cash from financing, will be sufficient for us to pay any known tax and other contingencies as they become due without materially affecting our ability to conduct our operations and invest in the growth of our business.

Stock Repurchase Programs

Our share repurchase program has been developed to buy opportunistically, when we believe that our share price provides us with an attractive use of our cash flow and debt capacity.

On December 18, 2007, the Board of Directors authorized a stock repurchase program to buy up to 20,000 shares.  As of June 30, 2008, 10,000 shares remained available for repurchase under the December 2007 program.

On December 19, 2006, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. This program was completed in November 2007 at a total cost of $287,072.

On January 25, 2006, the Board of Directors authorized a stock repurchase program to buy up to 30,000 shares. This program was completed in May 2007 at a total cost of $799,906.

During the six months ended June 30, 2008, we repurchased 10,000 shares of outstanding Common Stock under these programs at a total cost of $229,340.

During the six months ended June 30, 2007, we repurchased approximately 11,135 shares of outstanding Common Stock under these programs at a total cost of $333,621, including the repurchase of 6,135 shares pursuant to an accelerated share repurchase program (“ASR”).  As part of the ASR, we simultaneously entered into a forward contract for the final settlement of the ASR transaction which was indexed to the price of our Common Stock.  The ASR agreement provided for the final settlement amount to be in our Common Stock if we were to owe an amount to the bank, or in either cash or additional shares of our Common Stock, at our sole discretion, if the bank were to owe an amount to us.

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As the agreement required us to deliver shares to the bank for final settlement, the forward contract element qualified for permanent equity classification and the fair value of the forward contract, which was zero at the contract’s inception, was recorded in equity in accordance with the provisions of EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled In, a Company’s Own Stock.”  Subsequent changes in the fair value of the forward contract were not recorded as we continued to classify the forward contract as equity.  Upon completion of the ASR in April 2007, we were required to pay approximately $6,000 in shares, and therefore issued 203 treasury shares, as full settlement of our obligation under the ASR.  The total cost of the ASR was approximately $176,000 or $28.68 per share.  We funded the ASR through our existing bank credit facilities (see Note 9 of Notes to Condensed Consolidated Financial Statements (Unaudited)).

Total share repurchases during the six months ended June 30, 2008 positively impacted our diluted earnings per share (“EPS”) by $0.02 per share for the three and six months ended June 30, 2008.  Total share repurchases during the six months ended June 30, 2007 positively impacted our diluted EPS by less than $0.01 per share for the three and six months ended June 30, 2007.

Shares acquired through our repurchase programs described above are open-market purchases or privately negotiated transactions in compliance with SEC Rule 10b-18, with the exception of purchases pursuant to the 2007 ASR.

Under our Restated Certificate of Incorporation as amended, we have authority to issue 820,000 shares with a par value of $.01 per share of which 800,000 represent shares of Common Stock, 10,000 represent shares of preferred stock and 10,000 represent shares of Series Common Stock.  The preferred and series Common Stock can be issued with varying terms, as determined by the Board of Directors.

Borrowings

In recent years, we have increased debt levels to balance appropriately the objective of generating an attractive cost of capital with providing us a reasonable amount of financial flexibility.  At June 30, 2008, our debt totaled $1,472,921, and management does not believe that this level of debt poses a material risk to us due to the following factors:

·in each of the last three years, we have generated strong net cash provided by operating activities in excess of $300,000;

·at June 30, 2008, we had $220,725 in worldwide cash and cash equivalents;

·at June 30, 2008, we had $284,694 of unused debt capacity under our existing bank credit facilities; and

·we believe that we have the ability to obtain additional debt capacity outside of our existing debt arrangements.

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The following table summarizes our long-term debt at June 30, 2008 and December 31, 2007:

	2008		2007
4.6% Private Placement Note, principal payment of $150,000 due January 2008, net of interest rate swaps of $(981)	$	—	$	149,019
5.58% Private Placement Notes, principal payment of $105,000 due January 2015	105,000		—
5.99% Private Placement Notes, principal payment of $135,000 due January 2018	135,000		—
5.55% Private Placement Notes, principal payment of $150,000 due April 2016	150,000		150,000
1.70% Private Placement Note, principal payment of 34,395,000 Japanese Yen due January 2013	317,615		300,787
Revolving Credit Facility:
Japanese Yen denominated borrowings at average floating rates of approximately 1.24%	374,168		397,973
Swiss Franc denominated borrowings at average floating rates of approximately 2.78%	27,338		54,730
U.S. Dollar denominated borrowings at average floating rates of approximately 3.01%	313,800		100,700
Bank Term Loan, principal payment of $50,000 due June 2009 at average floating rate of approximately 2.99%	50,000		50,000
Total Long-Term Debt	$	1,472,921	$	1,203,209

In February 2008, we closed a private placement transaction pursuant to which we issued $105,000 of seven-year debt at a fixed rate of 5.58%, and $135,000 of ten-year debt at a fixed rate of 5.99% to several highly rated insurance companies.  We used the proceeds for share repurchases (see Note 12 of Notes to Condensed Consolidated Financial Statements (Unaudited)) and to refinance existing debt.

In July 2006, we entered into a $1,000,000 revolving credit facility with a syndicate of 12 banks (“Revolving Credit Facility”) replacing our existing $700,000 facility.  The terms of the Revolving Credit Facility extended the maturity of the facility in its entirety to a term of five years, maturing July 2011, reduced the borrowing margins, and increased subsidiary borrowing limits.  Total borrowings under the Revolving Credit Facility were $715,306 and $553,403 at June 30, 2008 and December 31, 2007, respectively, all of which were classified as long-term.  We define long-term lines as those where the lines are non-cancellable for more than 365 days from the balance sheet date by the financial institutions except for specified, objectively measurable violations of the provisions of the agreement.  In general, rates for borrowing under the Revolving Credit Facility are LIBOR plus 40 basis points and can vary based on the Company’s Debt to EBITDA ratio.  The weighted average interest rates for our lines were 2.08% and 2.16% at June 30, 2008 and December 31, 2007, respectively.  In addition, we are required to pay a commitment fee on any unused portion of the facilities of 0.01%.  At June 30, 2008, we had approximately $284,694 available under our existing bank credit facilities.

In June 2006, we closed a $50,000 three-year term loan with a bank.  The term loan allows us to borrow at a floating rate with a lower borrowing margin than our revolving credit facility.  The term loan also provides us with an option to extend the term up to an additional two years, which we intend to do so.  We used the proceeds to refinance existing debt borrowed under the revolving credit facility.

In April 2006, we closed a private placement transaction pursuant to which we issued $150,000 of ten-year notes to two highly rated insurance companies at a fixed rate of 5.55%.  We used the proceeds to refinance existing debt of $150,000 drawn under a short term credit agreement with a bank in January 2006.

In January 2006, we closed a private placement transaction pursuant to which our Japanese subsidiary issued 34,395,000 Japanese Yen seven-year debt (equal to $300,000 at date of issuance) to several highly

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rated insurance companies at a fixed rate of 1.70%.  We used the proceeds to refinance existing debt in Japan.

In January 2003, we closed a private placement transaction pursuant to which we issued $150,000 of five-year debt to several highly rated insurance companies at a fixed rate of 4.60%.  We used the proceeds to pay down existing short-term debt.  We also swapped $100,000 of our fixed rate debt to floating rate based on six-month LIBOR plus a margin of approximately 107 basis points.  We accounted for these swaps as fair value hedges under the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.”  We determined the fair values based on estimated prices quoted by financial institutions.  The fair values of these swaps were $(981) as of December 31, 2007.  These notes and the related swaps matured and were paid off in January 2008.  Although these notes were due within 365 days at December 31, 2007, we classified the notes as long-term at December 31, 2007 in compliance with SFAS No. 6, “Classification of Short-Term Obligations Expected to be Refinanced,” as we had the ability and intent to refinance these notes with another long-term debt arrangement.

Our financing arrangements provide for certain covenants and events of default customary for similar instruments, including in the case of our main bank arrangements, the private placement transactions, and the term loan, covenants to maintain specific ratios of consolidated total indebtedness to EBITDA and of EBITDA to certain fixed charges.  At June 30, 2008, we were in compliance with these financial debt covenants.

Severance, Impairment and Other Charges

In response to healthcare marketplace dynamics, during the fourth quarter of 2007, we committed to a restructuring plan designed to eliminate approximately 1,070 positions worldwide in production and development, sales, marketing, consulting and services and administration.  The plan also included the write-down of two impaired computer software assets and related contract payments to be incurred with no future economic benefit based on our decision to abandon certain products in our EMEA region.  As a result, we recorded $88,690 of Severance, impairment and other charges as a component of operating income in the fourth quarter of 2007.  The severance benefits were calculated pursuant to the terms of established employee protection plans, in accordance with local statutory minimum requirements or individual employee contracts, as applicable.

These charges were designed to strengthen client-facing operations worldwide, increase our operating efficiencies and streamline our cost structure.  Some of the initiatives included in this plan are designed to better align our resources to help clients manage for change in a challenging climate.

The severance and contract payments portion of the charge was approximately $75,043 and will all be settled in cash.  We expect that all termination actions under the plan will be completed by the end of 2008.

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	Severance			Contract			Asset			Currency
	Related			related			write-			translation
	reserves			reserves			downs			adjustments		Total
Charge at December 31, 2007	$	71,583		$	3,460		$	13,647		$	—	$	88,690
2007 utilization	—			—			(13,647		)	—		(13,647		)
2008 utilization	(26,237		)	(1,545		)	—			—		(27,782		)
Currency translation adjustments	—			—			—			2,135		2,135
Balance at June 30, 2008	$	45,346		$	1,915		$	—		$	2,135	$	49,396

We currently expect that cash outlays will be applied against the $49,396 balance remaining in the 2007 fourth quarter charge at June 30, 2008 as follows:

Year Ended December 31,	Outlays
2008	$	33,771
2009	14,244
2010	1,192
2011	189
Total	$	49,396

During the fourth quarter of 2001, we completed the assessment of our Competitive Fitness Program. This program was designed to streamline operations, increase productivity and improve client service. In connection with this program, we recorded $94,616 of Severance, impairment and other charges during the fourth quarter of 2001 as a component of operating income.  As of June 30, 2008, approximately $1,237 remains to be utilized from 2008 to 2013 related to severance payments.

In the first quarter of 2007, we reversed $640 of contract-related reserves from the fourth quarter 2001 charge due primarily to the termination and settlement of exit related costs for an impaired lease.  These amounts were reversed against Selling and administrative expenses in the Condensed Consolidated Statements of Income (Unaudited).

	Severance			Contract			Asset
	related			related			write-
	reserves			reserves			downs			Total
Charge at December 31, 2001	$	39,652		$	26,324		$	28,640		$	94,616
2001 – 2005 utilization	(37,070		)	(22,315		)	(29,602		)	(88,987		)
2006 utilization	(264		)	(1,887		)	—			(2,151		)
2007 utilization	(263		)	(1,208		)	—			(1,471		)
2007 reversals	—			(640		)	—			(640		)
2008 utilization	(132		)	—			—			(132		)
Adjustments	(688		)	(274		)	962			—
Balance at June 30, 2008	$	1,235		$	—		$	—		$	1,235

We currently expect that the $1,235 balance remaining in the 2001 fourth quarter charge will be utilized as follows:

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Year Ended December 31,	Outlays
2008	$	130
2009	262
2010	262
2011	262
2012	262
Thereafter	57
Total	$	1,235

Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  In February 2008, the FASB issued Staff Positions No. FAS 157-1 and No. FAS 157-2 which delayed the effective date of SFAS No. 157 for one year for certain non financial assets and liabilities and removed certain leasing transactions from its scope.  The adoption of SFAS No. 157, effective January 1, 2008, did not have a material impact on our financial position, results of operations or cash flows.  We are currently evaluating the impact of SFAS No. 157 for certain non financial assets and liabilities on our financial results.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities–Including an amendment of FASB Statement No. 115.” This statement permits entities to choose to measure many financial instruments and certain other items at fair value.  Entities shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.  This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.  The adoption of SFAS No. 159, effective January 1, 2008, did not have a material impact on our financial position, results of operations or cash flows as we did not elect the fair value measurement option for any additional financial instruments or other items.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations.”  This statement establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired.  This statement also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination.  This statement is effective for fiscal years beginning after December 15, 2008.  The impact on our financial results will be dependent on the terms and conditions of acquisitions consummated on or after January 1, 2009, the effective date for us.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51.” This statement establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. This statement also establishes disclosure requirements that identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.  This

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statement is effective for fiscal years beginning on or after December 15, 2008. We are currently evaluating this statement to determine any potential impact that it may have on our financial results.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities–an amendment of FASB Statement No. 133.”  This statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting.  Entities will be required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  We are currently evaluating the new disclosure requirements under this statement.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.”  The statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States.  This statement is effective 60 days following the United States Securities and Exchange Commission’s (“SEC”) approval of the Public Company Accounting Oversight Board (“PCAOB”) amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”  The adoption of this statement is not expected to have an impact on our financial results.

Forward-Looking Statements and Risk Factors

This Quarterly Report on Form 10-Q, as well as information included in oral statements or other written statements made or to be made by us, contain statements that, in our opinion, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  The words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “project,” “estimate,” “will,” “may,” “should,” “future,” “predicts,” “potential,” “continue” and similar expressions identify these forward-looking statements, which appear in a number of places in this Quarterly Report and include, but are not limited to, all statements relating to plans for future growth and other business development activities as well as capital expenditures, financing sources, dividends and the effects of regulation and competition, foreign currency conversion and all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers.  Investors are cautioned that such forward-looking statements are not assurances for future performance or events and involve risks and uncertainties that could cause actual results and developments to differ materially from those covered in such forward-looking statements.  These risks and uncertainties include, but are not limited to:

·risks associated with operating on a global basis, including fluctuations in the value of foreign currencies relative to the U.S. dollar, and the ability to successfully hedge such risks—we derived approximately 63% of our operating revenue in 2007 from non-U.S. operations;

·regulatory, legislative and enforcement initiatives to which we are or may become subject relating particularly to tax and to medical privacy and the collection and dissemination of data and, specifically, non-patient identifiable information, e.g., prescriber identifiable information, or to the process of anonymizing data;

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·the imposition of additional restrictions on our use of or access to data, or the refusal by data suppliers to provide data to us;

·to the extent we seek growth through acquisitions, alliances or joint ventures, the ability to identify, consummate and integrate acquisitions, alliances and joint ventures on satisfactory terms;

·our ability to develop new or advanced technologies, including sophisticated information systems, software and other technology used to deliver our products and services and to do so on a timely and cost-effective basis, and the exposure to the risk of obsolescence or incompatibility of these technologies with those of our customers or suppliers; our ability to maintain effective security measures for our computer and communications systems; and failures or delays in the operation of our computer or communications systems;

·our ability to successfully maintain historic effective tax rates;

·our ability to maintain and defend our intellectual property rights in jurisdictions around the world;

·competition, particularly in the markets for pharmaceutical information;

·regulatory, legislative and enforcement initiatives to which our customers in the pharmaceutical industry are or may become subject restricting the prices that may be charged for prescription or other pharmaceutical products or the manner in which such products may be marketed or sold;

·deterioration in economic conditions, particularly in the pharmaceutical, healthcare or other industries in which our customers operate;

·consolidation in the pharmaceutical industry and the other industries in which our customers operate;

·conditions in the securities markets that may affect the value or liquidity of portfolio investments; and management’s estimates of lives of assets, recoverability of assets, fair market value, estimates and liabilities and accrued income tax benefits and liabilities;

·to the extent unforeseen cash needs arise, the ability to obtain financing on favorable terms; and

·terrorist activity, epidemics or other conditions that could disrupt commerce, the threat of any such conditions, and responses to and results of such conditions and threats, including but not limited to effects, domestically and/or internationally, on us, our personnel and facilities, our customers and suppliers, financial markets and general economic conditions.

Consequently, all of the forward-looking statements we make in this document are qualified by the information contained herein, including, but not limited to, the information contained under this heading, “Risk Factors” and our Condensed Consolidated Financial Statements (Unaudited) and notes thereto for the three and six months ended June 30, 2008 and by the material set forth under the headings “Business” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007.  We are under no obligation to publicly release any revision to any forward-looking statement contained or incorporated herein to reflect any future events or occurrences.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in our exposure to market risk during the three and six months ended June 30, 2008.  For a discussion of our exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our 2007 Annual Report on Form 10-K.

Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits to the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-14c and 15d-14c under the Exchange Act) as of June 30, 2008 (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b)Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

Information in response to this Item is incorporated by reference to the information set forth in “Note 7. Contingencies” in the Notes to the Condensed Consolidated Financial Statements (Unaudited).

Item 1A. Risk Factors

In addition to the other information included or incorporated by reference into this Quarterly Report on Form 10-Q, including the matters addressed under the caption “Forward-Looking Statements,” set forth below are some of the risks and uncertainties that, if they were to occur, could materially adversely affect our business or could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report and other public statements we make.

Our data suppliers might restrict our use of or refuse to license data, which could lead to our inability to provide certain products or services.

Our products and services incorporate data that we collect from third parties. These suppliers of data may increase restrictions on our use of such data, fail to adhere to our quality control standards or refuse altogether to license the data to us. For example, in 2002 certain of our data suppliers in Japan began withholding certain data from us. This interruption in data supply led us to discontinue one of our Japanese products and adversely affected our operating results. If the suppliers of a significant amount of data that we use for one or more of our products or services were to impose additional contractual restrictions on our use of or access to data, fail to adhere to our quality control standards, or refuse to provide data, now or in the future, our ability to provide products and services to our clients could be materially adversely impacted, which could result in decreased revenue, net income and earnings per share.

Data protection and privacy laws may restrict our activities.

Data protection and privacy laws affect our collection, use, storage and transfer of personally identifiable information both abroad and in the United States. Compliance with such laws may require investment or may dictate that we not offer certain types of products and services. Failure to comply with such laws may result in, among other things, civil and criminal liability, negative publicity, data being blocked from use and liability under contractual warranties.

In addition, there is an increasing public concern regarding data protection and privacy issues and the number of jurisdictions with data protection and privacy laws has been slowly increasing. For example, there have been a number of legislative and regulatory initiatives in the U.S. and abroad in the area of access to medical data. These initiatives tend to seek to place restrictions on the use and disclosure of patient-identifiable information without consent and, in some cases, seek to extend restrictions to non-patient-identifiable information, e.g., prescriber identifiable information, or to the process of anonymizing data. There are also some initiatives that seek to restrict access to this information to non-commercial uses. While most of the current initiatives should not impact our business, there can be no assurance that these initiatives or future initiatives will not adversely affect IMS’s ability to generate or assemble data or to develop or market current or future products or services.

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Hardware and software failures, delays in the operation of our computer and communications systems or the failure to implement system enhancements may harm our business.

Our success depends on the efficient and uninterrupted operation of our computer and communications systems. A failure of our network or data gathering procedures could impede the processing of data, delivery of databases and services, client orders and day-to-day management of our business and could result in the corruption or loss of data. While many of our operations have appropriate disaster recovery plans in place, we currently do not have full backup facilities everywhere in the world to provide redundant network capacity in the event of a system failure. Despite any precautions we may take, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins, sabotage, breaches of security, epidemics and similar events at our various computer facilities could result in interruptions in the flow of data to our servers and from our servers to our clients. In addition, any failure by our computer environment to provide our required data communications capacity could result in interruptions in our service. In the event of a delay in the delivery of data, we could be required to transfer our data collection operations to an alternative provider of server hosting services. Such a transfer could result in significant delays in our ability to deliver our products and services to our clients. Additionally, significant delays in the planned delivery of system enhancements, improvements and inadequate performance of the systems once they are completed could damage our reputation and harm our business. Finally, long-term disruptions in the infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, epidemics and acts of terrorism (particularly involving cities in which we have offices) could adversely affect our businesses. Although we carry property and business interruption insurance, our coverage may not be adequate to compensate us for all losses that may occur.

Our business is subject to exchange rate fluctuations and our revenue and net income may suffer due to currency translations.

We operate globally, deriving approximately 63% of our 2007 revenue from non-United States operations. As a result, fluctuations in the value of foreign currencies relative to the U.S. dollar increase the volatility of U.S. dollar denominated operating results. Emerging markets currencies tend to be considerably less stable than those in established markets, which may further contribute to volatility in our U.S. dollar-denominated operating results.

As a result of devaluations and fluctuations in currency exchange rates or the imposition of limitations on conversion of foreign currencies into dollars, we are subject to currency translation exposure on the profits of our operations, in addition to economic exposure.

Our international operations present risks to our current businesses that could impede growth in the future.

International operations are subject to various risks that could adversely affect our business, including:

·    costs of customizing services for foreign clients;

·    reduced protection for intellectual property rights in some countries;

·    the burdens of complying with a wide variety of foreign laws;

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·    exposure to local economic conditions; and

·    exposure to local political conditions, including the risks of an outbreak of war, the escalation of hostilities, acts of terrorism and nationalization, expropriation, price controls or other restrictive government actions.

We may be unsuccessful in identifying acquisition candidates or evaluating the material risks involved in any acquisition.

An important aspect of our business strategy in the past has been growth through acquisitions or joint ventures and we may continue to acquire or make investments in complementary businesses, technologies, services or products. There can be no assurance that we will be able to continue to identify and consummate acquisitions or joint ventures on satisfactory terms. Moreover, every acquisition and joint venture entails some degree of uncertainty and risk. For example, we may be unsuccessful in identifying and evaluating business, legal or financial risks as part of the due diligence process associated with a transaction. In addition, some acquisitions will have contingent consideration components that may require us to pay additional amounts in the future in relation to future performance results of the acquired business. If we do not properly assess these risks, or if we fail to realize the benefits from one or more acquisitions, our business, results of operations and financial condition could be adversely affected.

We may be unsuccessful in integrating any acquired operations with our existing business.

We may experience difficulties in integrating operations acquired from other companies. These difficulties include the diversion of management’s attention from other business concerns and the potential loss of key employees of the acquired operations. Acquisitions also frequently involve significant costs, often related to integrating information technology, accounting and management services and rationalizing personnel levels. If we experience difficulties in integrating one or more acquisitions, our business, results of operations and financial condition could be adversely affected.

Changes in tax laws or their application may adversely affect our reported results.

We operate in more than 100 countries worldwide and our earnings are subject to taxation in many differing jurisdictions and at differing rates. We seek to organize our affairs in a tax efficient manner, taking account of the jurisdictions in which we operate. Tax laws that apply to our business may be amended by the relevant authorities, for example as a result of changes in fiscal circumstances or priorities. Such amendments, or their application to our business, may adversely affect our reported results.

We are involved in tax related matters that could have a material effect on us.

We (and our predecessors) have entered, and we continue to enter, into global tax planning initiatives in the normal course of business. These activities are subject to review by applicable tax authorities and courts. As a result of the review process, uncertainties exist and it is possible that some of these matters could be resolved adversely to us, including those tax related matters described in Part I, Item 1 of this Quarterly Report on Form 10-Q. Moreover, there can be no assurance that we will be able to maintain our effective tax rate.

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We are, and may become, involved in litigation that could harm the value of our business.

In the normal course of our business, we are involved in lawsuits, claims, audits and investigations, such as those described in Part I, Item 1 of this Quarterly Report on Form 10-Q. The outcome of these matters could have a material adverse effect on our business, results of operation or financial condition. In addition, we may become subject to future lawsuits, claims, audits and investigations that could result in substantial costs and divert our attention and resources.

Significant technological changes could render our products and services obsolete. We may not be able to develop the technology necessary for our business, or to do so efficiently.

We operate in businesses that require sophisticated data collection and processing systems and software and other technology. Some of the technologies supporting the industries we serve are changing rapidly and we must continue to develop cost-effective technologies for data collection and processing to accommodate such changes. We also must continue to deliver data to our clients in forms that are easy to use while simultaneously providing clear answers to complex questions. There can be no guarantee that we will be able to develop new technologies for data collection, processing and delivery or that we will be able to do so as quickly or cost-effectively as our competition. Significant technological change could render our products and services obsolete.

Moreover, the introduction of new products and services embodying new technologies and the emergence of new industry standards could render existing products and services obsolete. Our continued success will depend on our ability to adapt to changing technologies, manage and process ever-increasing amounts of data and information and improve the performance, features and reliability of our products and services in response to changing client and industry demands. We may experience difficulties that could delay or prevent the successful design, development, testing, introduction or marketing of our products and services. New products and services, or enhancements to existing products and services, may not adequately meet the requirements of current and prospective clients or achieve any degree of significant market acceptance.

Government imposed price restrictions on pharmaceutical companies could reduce demand for our products and services.

A number of countries in which we operate have enacted regulations limiting the prices pharmaceutical companies may charge for drugs. We believe that such cost containment measures will cause pharmaceutical companies to seek more effective means of marketing their products (which will benefit us in the medium and long-term). However, such governmental regulation may cause pharmaceutical companies to revise or reduce their marketing programs in the near term, which may in turn reduce the demand for certain of our products and services. This could result in decreased revenue, net income and earnings per share.

Our success will depend on our ability to protect our intellectual property rights.

The success of our businesses will continue to depend, in part, on:

·    obtaining patent protection for our technology, products and services;

·    defending our patents, copyrights and other intellectual property;

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·    preserving our trade secrets and maintaining the security of our know-how; and

·    operating without infringing upon patents and proprietary rights held by third parties.

We rely on a combination of contractual provisions, confidentiality procedures and patent, copyright, trademark, service mark and trade secret laws to protect the proprietary aspects of our products, services, databases and technologies. There can be no assurance that these protections will be adequate, or that we will adequately employ each and every one of these protections at all times, to provide sufficient protection in the future to prevent the use or misappropriation of our data, technology and other products and services. Further, our competitors may develop products, services, databases or technologies that are substantially equivalent or superior to our products, services, databases or technologies. Although we believe that our products, services, databases, technologies and related proprietary rights do not infringe upon the proprietary rights of third parties, there can be no assurance that third parties will not assert infringement claims against us in the future. Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine the validity and scope of our proprietary rights. For example, we have been involved in litigation with Insight Health GmbH & Co. KG in Germany in order to protect our proprietary mapping software. In addition, the growing need for global data, along with increased competition and technological advances, puts increasing pressure on us to share our intellectual property for client applications. Any future litigation, regardless of outcome, could result in substantial expense and diversion of resources with no assurance of success and could seriously harm our business, financial condition and operating results.

If we are unable to attract, retain and motivate employees, we will not be able to compete effectively and will not be able to expand our business.

Our success and ability to grow are dependent, in part, on our ability to hire, retain and motivate sufficient numbers of talented people, with the increasingly diverse skills needed to serve clients and expand our business, in many locations around the world. Competition for highly qualified technical and managerial, and particularly consulting personnel is intense. Recruiting, training and retention costs and benefits place significant demands on our resources. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of our employees could have a serious negative effect on us, including our ability to obtain and successfully complete important client engagements and thus maintain or increase our revenues.

Consolidation in the industries in which our clients operate may put pressure on the pricing of our products and services, and could increase the cost of acquiring data, leading to decreased earnings.

Consolidation in the pharmaceutical industry could put pressure on the pricing of our information products and services, as the consolidated client seeks pricing concessions from us, and could limit available dollars for our products and services. In addition, when companies merge, the products and services they previously purchased separately are now purchased only once by the combined entity, leading to contract compression and loss of revenue. While we have experienced success in mitigating the revenue impact of any pricing pressure through effective negotiations and by providing services to individual businesses within a particular group, there can be no assurance as to the degree to which we will be able to continue to do so as consolidation continues.

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Our businesses are subject to significant or potential competition that is likely to intensify in the future.

Our future growth and success will be dependent on our ability to successfully compete with other companies that provide similar services in the same markets, some of which may have financial, marketing, technical and other advantages.

Disruptions in commerce could adversely affect our business.

Commerce could be disrupted by various political, economic, world health or other conditions. Examples of such disruptions that could adversely affect our business include:

· terrorist activity, the threat of such activity, and responses to and results of such activity and threats, including but not limited to effects, domestically and/or internationally, on us, our personnel and facilities, our customers and suppliers, financial markets and general economic conditions; and

· an outbreak of SARS, avian influenza (Bird Flu) or other epidemic, the fear of such an epidemic, and responses to and results of such an epidemic or fear thereof, including but not limited to effects, domestically and/or internationally, on us, our personnel and facilities, our customers and suppliers, financial markets and general economic conditions.

If such disruptions result in cancellations of or reductions in customer orders or contribute to a general decrease in economic activity, or directly impact our marketing, collection, production, delivery, financial and logistics functions, our results of operations and financial condition could be materially adversely affected.

The success of our business will largely depend on the performance of the pharmaceutical and healthcare industries.

The vast majority of our revenues are generated from sales to the pharmaceutical and healthcare industries. To the extent the businesses we serve, especially our clients in the pharmaceutical and healthcare industries, are subject to financial pressures of, for example, price controls, increased costs or reduced demand for their products, the demand for our products and services, or the price our clients are willing to pay for those products and services, may decline.

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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased Under Publicly Announced Programs	Maximum Number of Shares that May Yet Be Purchased Under the Programs (1)
April 1-30, 2008	—	$	—	—	10,000,000
May 1-31, 2008	—	—		—	10,000,000
June 1-30, 2008	—	—		—	10,000,000
Total	—	$	—	—	10,000,000

(1)In December 2007, the Board of Directors authorized a stock repurchase program to buy up to 20,000,000 shares. As of June 30, 2008, 10,000,000 shares remained available for repurchase under the December 2007 program. Unless terminated earlier by resolution of our Board of Directors, this program will expire when we have repurchased all shares authorized for repurchase thereunder.  See Note 12 of our Notes to Condensed Consolidated Financial Statements (Unaudited) for further details.

Item 4.  Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of IMS Health Incorporated was held on May 2, 2008.

The following nominees for director named in the Proxy Statement dated March 28, 2008 were elected at the Meeting for a three-year term expiring in 2011 by the votes indicated:

	For	Against	Abstain
David R. Carlucci	155,069,702	2,685,011	1,310,795
Constantine L. Clemente	156,610,336	1,216,125	1,239,046
Kathryn E, Giusti	155,980,310	1,844,566	1,240,628
M. Bernard Puckett	155,860,254	1,898,217	1,307,041

The following directors continue to serve terms expiring in 2009: John P. Imlay, Jr., and H. Eugene Lockhart.  The following directors continue to serve terms expiring in 2010: James D. Edwards, William C. Van Faasen and Bret W. Wise.

The ratification of the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm was approved by the following vote:

	For	Against	Abstain
Number of Shares	156,231,002	1,608,234	1,226,277

The approval of the amendment to the Restated Certificate of Incorporation to declassify the Board of Directors:

	For	Against	Abstain	Broker Non-Votes
Number of Shares	157,118,882	486,025	1,460,603	11

The reapproval of the business criteria used for performance goals under the Executive Annual Incentive Plan:

	For	Against	Abstain	Broker Non-Votes
Number of Shares	154,905,119	2,768,139	1,392,251	12

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Item 6.  Exhibits

(a)   Exhibits

Exhibit Number	Description of Exhibits
4.1	Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 8, 2008)
4.2	Fourth Amended and Restated By-laws of IMS Health Incorporated dated May 8, 2008 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 8, 2008)
10.1	Forms B and C of Employees’ Stock Appreciation Rights Agreements
10.2	IMS Health Incorporated Executive Annual Incentive Plan (As Amended and Restated June 26, 2008)
10.3	IMS Health Incorporated Supplemental Executive Retirement Plan (As Amended and Restated Effective as of January 1, 2005)
10.4	IMS Health Incorporated Executive Pension Plan (As Amended and Restated Effective as of January 1, 2005)
10.5	IMS Health Incorporated U.S. Executive Retirement Plan (As Amended and Restated Effective as of January 1, 2005)
10.6	IMS Health Incorporated Retirement Excess Plan (As Amended and Restated Effective as of January 1, 2005)
10.7	IMS Health Incorporated Savings Equalization Plan (As Amended and Restated Effective as of January 1, 2005)
10.8	IMS Health Incorporated Defined Contribution Executive Retirement Plan (As Amended and Restated Effective as of January 1, 2009)
10.9	IMS Health Incorporated Employee Protection Plan and Summary Plan Description (As Amended and Restated Effective as of January 1, 2008)
31.1	CEO 302 Certification pursuant to Rule 13a-14(a)/15d-14(a)
31.2	CFO 302 Certification pursuant to Rule 13a-14(a)/15d-14(a)
32.1	Joint CEO/CFO Certification Required Under Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		IMS Health Incorporated
	By:	/s/ Leslye G. Katz
Date: July 31, 2008		Leslye G. Katz
		Senior Vice President and
		Chief Financial Officer
		(principal financial officer)
		/s/ Harshan Bhangdia
Date: July 31, 2008		Harshan Bhangdia
		Vice President, Controller
		(principal accounting officer)

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EXHIBIT INDEX

Exhibit Number	Description of Exhibits
4.1	Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 8, 2008)
4.2	Fourth Amended and Restated By-laws of IMS Health Incorporated dated May 8, 2008 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 8, 2008)
10.1	Forms B and C of Employees’ Stock Appreciation Rights Agreements
10.2	IMS Health Incorporated Executive Annual Incentive Plan (As Amended and Restated June 26, 2008)
10.3	IMS Health Incorporated Supplemental Executive Retirement Plan (As Amended and Restated Effective as of January 1, 2005)
10.4	IMS Health Incorporated Executive Pension Plan (As Amended and Restated Effective as of January 1, 2005)
10.5	IMS Health Incorporated U.S. Executive Retirement Plan (As Amended and Restated Effective as of January 1, 2005)
10.6	IMS Health Incorporated Retirement Excess Plan (As Amended and Restated Effective as of January 1, 2005)
10.7	IMS Health Incorporated Savings Equalization Plan (As Amended and Restated Effective as of January 1, 2005)
10.8	IMS Health Incorporated Defined Contribution Executive Retirement Plan (As Amended and Restated Effective as of January 1, 2009)
10.9	IMS Health Incorporated Employee Protection Plan and Summary Plan Description (As Amended and Restated Effective as of January 1, 2008)
31.1	CEO 302 Certification pursuant to Rule 13a-14(a)/15d-14(a)
31.2	CFO 302 Certification pursuant to Rule 13a-14(a)/15d-14(a)
32.1	Joint CEO/CFO Certification Required Under Section 906 of the Sarbanes-Oxley Act of 2002

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EX-10.1

Exhibit 10.1

           Form B

For employees with

Change-In-Control

Agreements but not

Employment Agreements

Notice of Grant and Agreement and Consent under the 1998 IMS Health Incorporated Employees Stock Incentive Plan	IMS Health Incorporated
	ID: 06-1506026 901 Main Avenue Norwalk, CT 06851

SAR Number:
Plan:	IH98
ID:

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

IMS Health Incorporated (“IMS HEALTH” or the “Company”) hereby grants to you a stock appreciation right (“Stock Appreciation Rights” or “SARs”) on              Shares of the Company’s common stock at the exercise price per Share of $            .  This grant is effective as of                  (the “Grant Date”).

Your SARs are granted under the 1998 IMS Health Incorporated Employees’ Stock Incentive Plan (the “Plan”).  The Plan is discretionary in nature and IMS Health may amend, cancel or terminate the Plan at any time.  The grant of IMS HEALTH Stock Appreciation Rights is a one-time benefit solely offered to employees and does not create any contractual or other right for you to receive a grant of IMS HEALTH stock appreciation rights or benefits in lieu of IMS HEALTH stock appreciation rights in the future.  Future grants, if any, will be at the sole discretion of IMS HEALTH, including, but not limited to, the timing of any grant, the number of IMS Health Stock Appreciation Rights, vesting provisions and the exercise price.

Each SAR entitles you, upon exercise, to an amount (the “Stock Appreciation”) equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares as to which you are exercising the SAR.  The future value of the underlying IMS HEALTH Shares is unknown and cannot be predicted with certainty.  If the underlying IMS HEALTH Shares do not increase in value, you will realize no value from your SARs.

Your SARs are subject to and governed by the terms of the Plan. The provisions of the Plan are incorporated into this Notice of Grant and Agreement and Consent (“Agreement”) by reference.  All capitalized terms used in this Agreement but not defined shall have the meanings set forth in the Plan.  In the event the Plan and this Agreement are not consistent, the terms of the Agreement shall govern, including without limitation that the provisions related to Termination of Employment as set out below shall prevail over any inconsistent terms contained in the Plan.  The SARs are intended to be Non-409A Awards.

Your participation in the Plan and your execution of this Agreement is voluntary.  The value of IMS HEALTH stock appreciation rights generally and your SARs specifically are an extraordinary item of compensation outside the scope of any employment contract you may have.  As such, neither IMS Health stock appreciation rights generally nor your SARs specifically are part of normal or expected compensation for purposes of calculating any termination, severance, resignation, redundancy, end of

service payments, bonuses, long service awards, pension or retirement benefits, or similar payments.

Your SARs and the terms thereof are subject to adjustment as provided under Section 10(a) of the Plan.

Stated Expiration Date, Vesting and Termination of Employment

Your SARs will expire on the seventh anniversary of the Grant Date (the “Stated Expiration Date”), subject to earlier forfeiture or expiration as specified in clause (a), (b), (c) or (d) below.

Your SARs will vest in four equal annual installments on each of the first four anniversaries of the Grant Date if your employment with the Company or a Subsidiary continues through the applicable vesting date, subject to earlier vesting in the following cases:

(a)Notwithstanding anything to the contrary in this Agreement, upon occurrence of a “Change in Control” (as such term is defined in your Change in Control Agreement), any unvested portion of your SARs not previously forfeited or expired will become immediately exercisable. Upon your termination of employment by the Company without Cause or by you for Good Reason, as the terms “Cause” and “Good Reason” are defined in your Change in Control Agreement, if such termination occurs simultaneously with or within 24 months following a Change in Control, the SARs shall be exercisable thereafter until the Stated Expiration Date of the SARs.

(b)If you have a Termination of Employment (as defined below) due to death or Disability (as defined in the Plan), the unexercised portion of the SARs shall immediately vest in full (i.e., become non-forfeitable) and (ii) your outstanding SARs may thereafter be exercised only during the shorter of (1) the remaining period until the Stated Expiration Date or (2) five years after the date of Termination due to death or Disability.

(c)If you have a Termination of Employment by reason of Retirement, the unexercised portion of the SARs may be exercised only during the shorter of (1) the remaining period until the Stated Expiration Date or (2) five years after the date of Retirement (the “Post-Retirement Exercise Period”), provided that your SARs shall be exercisable during such Post-Retirement Exercise Period only to the extent the SARs were exercisable at the time of such Retirement.  The foregoing notwithstanding, (i) the Committee may, in its sole discretion, accelerate the vesting of the unvested portion of the SARs upon your Retirement, in which case those previously unvested SARs shall not be forfeited as provided herein but thereafter shall become exercisable to the extent and at such times as such SARs would have become both vested and exercisable during the Post-Retirement Exercise Period had your employment not Terminated, unless the Committee specifies otherwise; and (ii), in the event of your death within a period of five years after such Retirement, your unexercised SARs (to the extent not previously forfeited) may thereafter be exercised during the shorter of the remaining Post-Retirement Exercise Period or one year after the date of your death.

(d)If you have a Termination of Employment for any reason other than death, Disability or Retirement, the unexercised portion of the SARs may be exercised only during the period ending 90 days after the date of such Termination of Employment, but only to the extent such SARs were vested and exercisable at the time of such Termination of Employment, and in no event may such SARs be exercised after the Stated Expiration Date.  The foregoing notwithstanding, the Committee retains discretion to accelerate the vesting of unvested SARs or specify post-termination exercise periods longer than 90 days, but not extending past the Stated Expiration Date.

For purposes of this Agreement, a “Termination of Employment” means your termination of employment such that you are no longer in service to the Company or any of its Subsidiaries,

including such a termination for any reason, and whether occasioned by you, by the Company or a Subsidiary with or without cause or by mutual agreement.  Any portion of the SARs not vested at or before Termination of Employment (or subject to non-forfeiture in the case of Retirement pursuant to clause (c) above) will be forfeited.

Exercise of SARs

You may exercise your SARs at such time as they have become vested only in accordance with the Plan and any procedures that the Committee may approve from time to time.

The date on which a notice of exercise is received by the Company shall be the exercise date.  Payment shall be made to you upon exercise by delivery of a number of Shares equal to the Stock Appreciation divided by the Fair Market Value of one Share at the exercise date (subject to any applicable tax withholding, as specified below).  SARs may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of vested SARs being exercised.  Notwithstanding the foregoing, the Company may in its sole discretion establish alternative means to exercise SARs, including electronic forms using electronic signatures and interactive voice response systems using PIN numbers, in a manner directed by the Company, and your SARs shall be deemed to be exercised upon fulfillment of such alternative means.  You may only exercise the SAR as to a given underlying Share one time.   Unless otherwise determined by the Company, no fractional Shares will be issued in payment upon exercise of SARs and the number of Shares to be delivered will be rounded downward to the nearest whole Share.  Upon exercise, you shall be paid, in cash, an amount equal to the value of any fractional Share that would have otherwise been payable at the time of exercise (after giving effect to any Share withholding for mandatory taxes), unless the Company arranges to deliver Shares to an account to which fractional Shares may be credited without requiring the Company to in fact issue a fractional Share.

If the SARs remain outstanding but unexercised at the Stated Expiration Date or any earlier applicable date on which the SARs would terminate, and if the Stock Appreciation at that date would be a positive amount, the SARs, to the extent then exercisable, shall be automatically exercised.

Other Provisions Relating to Termination or Employment

Notwithstanding anything to the contrary, to the extent that your Change in Control Agreement provides any termination provisions that are more favorable to you (including without limitation provisions relating to vesting and post-termination exercise of options or SARs) than the Plan or this Agreement, such provisions of your Change in Control Agreement shall prevail and control, including in the event of your termination by the Company without Cause or by you for Good Reason or your termination due to death, disability or Retirement.  Conversely, to the extent that the Plan or this Agreement provides any termination provisions that are more favorable to you (including without limitation provisions relating to vesting and post-termination exercise of options or SARs) than your Change in Control Agreement, such provisions of the Plan or this Agreement shall prevail and control, including in the event of your termination by the Company without Cause or by you for Good Reason or your termination due to death, disability or Retirement.

You acknowledge and agree that you will have no claim or entitlement (1) to compensation or damages in consequence of the Termination of Employment with IMS Health or any of its Subsidiaries for any reason whatsoever and whether or not in breach of contract, insofar as such claim or entitlement arises or may arise from your ceasing to have any rights under the Plan or this Agreement, (2) to exercise your SARs as a result of such Termination of Employment except as expressly provided in this Agreement, or (3) from the loss or diminution in value of your SARs; and, upon the grant of your SARs and in partial consideration for your participation in the Plan and this Agreement, you shall be deemed irrevocably to have waived any such claim or entitlement.

Your sales of Shares acquired upon exercise of your SARs will be subject to applicable restrictions under the Company’s policies regulating insider trading by employees.

Nontransferability of Your SARs

Except as may be provided otherwise under the Plan, you cannot transfer, give, assign, sell, encumber, or in any way transfer or alienate your SARs to anyone except after your death by your will or by applicable inheritance laws, and during your lifetime your SARs shall be exercisable only by you or your legal representative.

Tax Withholding

It shall be a condition to the obligation of the Company to issue and deliver Shares upon exercise of the SARs that you (or any Beneficiary) pay to the Company (or a subsidiary or affiliate), upon its demand, such amount as may be requested by the Company for the purpose of satisfying the minimum statutory withholding liabilities for federal, state, or local income and other taxes.  Unless otherwise determined by the Committee, the Company shall withhold from the Shares to be delivered upon exercise of the SARs that number of Shares having a fair market value equal to the amount of such withholding tax liability (or as nearly equal as possible without exceeding the amount of such tax liability).  For this purpose, the fair market value of the withheld Shares shall be the average high/low sales prices in composite trading of New York Stock Exchange-listed securities on the day on which the Shares are withheld.

Forfeiture of Unexercised Portion of Your SARs and Certain Gain

The greatest assets of IMS HEALTH and its affiliates (each, an “IMS HEALTH Company”) are its employees, technology and customers.  In recognition of the increased risk of unfairly losing any of these assets to its competitors, IMS HEALTH has adopted the following policy:

If you directly or indirectly engage in any of the “Detrimental Activities” defined below:

(a)any unexercised portion of your SARs shall automatically expire (regardless of vesting) on the later of the date of your Termination of Employment or the date IMS HEALTH becomes aware of your Detrimental Activity; and

(b)you shall forfeit to the Company the Shares acquired upon any exercise of your SARs by you during the one year prior to, or at any time after, the date of the earliest actual occurrence of your Detrimental Activity (the “Forfeiture Period”).  Such Shares shall be forfeited by you and payable to the Company at the later of (i) the date of your Termination of Employment or (ii) the date of your Detrimental Activity.  If you have disposed of the Shares during the Forfeiture Period, your obligation to repay Shares upon such forfeiture will continue (payment of cash or other property is not permitted), so that you will be required to acquire replacement Shares and deliver them to the Company in settlement of your forfeiture obligation without regard to any subsequent market price increase or decrease from the date of exercise.  If you fail to promptly deliver forfeited Shares and if, apart from this Agreement, the Company is obligated to pay any cash amount to you, the Company, as a setoff, may use such cash to purchase Shares in the open market on your behalf, which Shares will be retained by the Company in settlement of your forfeiture obligation hereunder.

Detrimental Activities are defined as:

·using or disclosing any information that has been treated by an IMS HEALTH Company as confidential or proprietary and is of competitive advantage to such IMS HEALTH Company, unless you are using or disclosing it in the course of your job with such IMS HEALTH Company;

·during the period beginning the Grant Date and ending twelve months after you leave your employment with any IMS HEALTH Company (the “Prohibited Period”), soliciting, inducing, enticing or procuring for anyone other than an IMS HEALTH Company the trade or business of any entity that was a customer (including “near-permanent” customers), prospective customer or data supplier of an IMS HEALTH Company, in order to sell to such customer or prospective

customer, or obtain from such data supplier, the same, similar or related services IMS HEALTH offers to its customers, or such data supplier provided to IMS HEALTH, during the period that you worked for any IMS HEALTH Company;

·during the Prohibited Period, soliciting, inducing, enticing or procuring any employee of any IMS HEALTH Company to leave his or her employment; or employing or otherwise using the services of any person who is or was an IMS HEALTH Company employee during the last twelve months that you worked for an IMS HEALTH Company; or

·during the Prohibited Period, directly or indirectly (including without limitation as an officer, director, employee, advisor, agent, consultant or investor, other than by the ownership of a passive investment interest of not more than 1% in a company with publicly traded equity securities), (i) seeking or accepting any employment or other work with or providing assistance to any person or entity that offers Competitive Services (as defined below) to any person or entity that was a customer or potential customer of any IMS HEALTH Company at any time during the last two years of your employment with any IMS HEALTH Company, or (ii) otherwise providing Competitive Services.

For purposes hereof, “Competitive Services” means engaging in the following activities anywhere in the world in relation to the pharmaceutical and healthcare industries (it being understood that the global market in which any of the businesses of IMS is conducted and to which their goodwill extends is not limited to any particular region in the world and that given the informational nature of such businesses, they may be engaged effectively from any location in the world):

·providing information services for the management of sales forces engaged in the sale of prescription or over-the-counter drugs, medical devices, or medical or surgical products;

·providing information services for the measurement of sales force performance or product performance for prescription or over-the-counter drugs, medical devices, or medical or surgical products;

·creating or providing physician profiles for purposes of assisting others in the targeting of promotion or sales activities in relation to prescription or over-the-counter drugs, medical devices, or medical or surgical products;

·creating or providing micromarketing programs based on prescribing behavior or attitudes of physicians or other prescribers in relation to prescription or over-the-counter drugs, medical devices, or medical or surgical products;

·creating or providing market research reports or audits relating to the use, sale, marketing/promotion, distribution or warehousing of any prescription or over-the-counter drugs, medical devices, or medical or surgical products;

·using or developing technology, methodologies or processes which have functionality or produce results similar to the technology, methodologies or processes employed or offered by IMS HEALTH to process pharmaceutical or healthcare information, including but not limited to internal processing technology, decision support tools, data warehousing applications and data mining applications;

·creating or providing reference files, classification schemes, master files or other methods of categorizing, classifying, organizing or identifying products, procedures, medical facilities, pharmacies, warehouses, distributors, prescribers, pharmacists or other entities, activities or persons associated with the use, sale, marketing/promotion, distribution or warehousing of any prescription or over-the-counter drugs, medical devices, or medical or surgical products; or

·providing market research consulting, sales management consulting, information technology consulting or market event management consulting, or any other consulting services in connection with any of the foregoing activities or otherwise relating to the use, sale, marketing/promotion, distribution or warehousing of any prescription or over-the-counter drugs, medical devices, or medical or surgical products.

By accepting your SARs, you consent to a deduction from any amounts the Company or your

employer owes you from time to time equal to the forfeiture amount, to the extent such deduction is permitted by applicable law.  Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to you.

Governing Law

THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.  INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.

ANY LEGAL PROCEEDING ARISING OUT OF THIS PLAN OR THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATE OF NEW YORK.  YOU AGREE TO SUBMIT TO PERSONAL JURISDICTION AND TO VENUE IN THOSE COURTS.  YOU FURTHER AGREE TO WAIVE ALL LEGAL CHALLENGES AND DEFENSES TO THE APPROPRIATENESS OF NEW YORK AS THE SITE OF ANY SUCH LEGAL PROCEEDING AND TO THE APPLICATION OF THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.

Intended Accounting Treatment; Reform of Contract

The Company intends that your SARs shall qualify for fixed accounting under FAS 123R, with the compensation measurement date for accounting purposes to occur at the Grant Date, unless the Committee specifically determines otherwise.  Therefore, other provisions of this Agreement notwithstanding, in order to preserve this fundamental objective of your SARs, if any provision of this Agreement or otherwise applicable to your SARs would result in “variable” accounting or a measurement date other than the Grant Date, if the Committee was not specifically aware of such accounting consequence at the time such provision became effective, such provision shall be modified and reformed to the extent necessary to preserve the accounting treatment of your SARs intended by the Committee.

Acknowledgements and Acceptance

You voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph.  You are not obliged to consent to such collection, use, processing and transfer of personal data.  However, failure to provide the consent may affect your ability to participate in the Plan.  IMS HEALTH, its Subsidiaries and your employer hold certain personal information about you, including your name, home address and telephone number, date of birth, social insurance number or other employee identification number, salary, nationality, job title, any Shares of stock or directorships held in IMS HEALTH, details of your SARs, all IMS Health stock options or any other rights or entitlements to Shares of stock in your favor, for the purpose of managing and administering the Plan (“Data”).  IMS HEALTH and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and IMS HEALTH and/or any of its Subsidiaries may each further transfer Data to any third parties assisting IMS HEALTH in the implementation, administration and management of the Plan.  These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States.  You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf to a broker or other third party with whom you may elect to deposit any Shares acquired pursuant to the Plan.  You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting IMS HEALTH; however, withdrawing your consent may affect your ability to participate in the Plan.  You acknowledge and agree that your consent shall apply to any and all awards of stock appreciation rights made to you under the Plan or this Agreement, whether now or in the future.

You do not need to do anything if you want to accept your SAR(s) on the terms set out in this

Agreement.  It would however help us if you would sign this Agreement in the space indicated below and return a copy to us by mail to:

Equity Programs

IMS Health

960A Harvest Drive

Blue Bell, Pennsylvania 19422

U.S.A.

If you do not want to accept your SAR(s) on the terms set out in this Agreement, the Plan and all related documents, please notify us of your rejection of the SAR(s) by writing to the Company at the above address, no later than July 15, 2008  Your SAR(s) will then be cancelled.  If you do not write to us telling us that you do not want your SAR(s) by July 15, 2008, you will be deemed to have accepted your SAR(s) and to agree to the terms set out in this Agreement.

Copies of the Plan and such related documents are being provided to you as part of this Agreement.

IMS HEALTH INCORPORATED

David R. Carlucci

Chairman and Chief Executive Officer

           Form C

For general use

Notice of Grant and Agreement and Consent under the 1998 IMS Health Incorporated Employees Stock Incentive Plan	IMS Health Incorporated
	ID: 06-1506026 901 Main Avenue Norwalk, CT 06851

SAR Number:
Plan:	IH98
ID:

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

IMS Health Incorporated (“IMS HEALTH” or the “Company”) hereby grants to you a stock appreciation right (“Stock Appreciation Rights” or “SARs”) on                      Shares of the Company’s common stock at the exercise price per Share of $                  .  This grant is effective as of                    (the “Grant Date”).

Your SARs are granted under the 1998 IMS Health Incorporated Employees’ Stock Incentive Plan (the “Plan”).  The Plan is discretionary in nature and IMS Health may amend, cancel or terminate the Plan at any time.  The grant of IMS HEALTH Stock Appreciation Rights is a one-time benefit solely offered to employees and does not create any contractual or other right for you to receive a grant of IMS HEALTH stock appreciation rights or benefits in lieu of IMS HEALTH stock appreciation rights in the future.  Future grants, if any, will be at the sole discretion of IMS HEALTH, including, but not limited to, the timing of any grant, the number of IMS Health Stock Appreciation Rights, vesting provisions and the exercise price.

Each SAR entitles you, upon exercise, to an amount (the “Stock Appreciation”) equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares as to which you are exercising the SAR.  The future value of the underlying IMS HEALTH Shares is unknown and cannot be predicted with certainty.  If the underlying IMS HEALTH Shares do not increase in value, you will realize no value from your SARs.

Your SARs are subject to and governed by the terms of the Plan. The provisions of the Plan are incorporated into this Notice of Grant and Agreement and Consent (“Agreement”) by reference.  All capitalized terms used in this Agreement but not defined shall have the meanings set forth in the Plan.  In the event the Plan and this Agreement are not consistent, the terms of the Agreement shall govern, including without limitation that the provisions related to Termination of Employment as set out below shall prevail over any inconsistent terms contained in the Plan.  The SARs are intended to be Non-409A Awards.

Your participation in the Plan and your execution of this Agreement is voluntary.  The value of IMS HEALTH stock appreciation rights generally and your SARs specifically are an extraordinary item of compensation outside the scope of any employment contract you may have.  As such, neither IMS Health stock appreciation rights generally nor your SARs specifically are part of normal or expected compensation for purposes of calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits, or similar payments.

Your SARs and the terms thereof are subject to adjustment as provided under Section 10(a) of the Plan.

Stated Expiration Date, Vesting and Termination of Employment

Your SARs will expire on the seventh anniversary of the Grant Date (the “Stated Expiration Date”), subject to earlier forfeiture or expiration as specified in clause (a), (b), or (c) below.

Your SARs will vest in four equal annual installments on each of the first four anniversaries of the Grant Date if your employment with the Company or a Subsidiary continues through the applicable vesting date, subject to earlier vesting in the following cases:

(a)If you have a Termination of Employment (as defined below) due to death or Disability (as defined in the Plan), the unexercised portion of the SARs shall immediately vest in full (i.e., become non-forfeitable) and (ii) your outstanding SARs may thereafter be exercised only during the shorter of (1) the remaining period until the Stated Expiration Date or (2) five years after the date of Termination due to death or Disability.

(b)If you have a Termination of Employment by reason of Retirement, the unexercised portion of the SARs may be exercised only during the shorter of (1) the remaining period until the Stated Expiration Date or (2) five years after the date of Retirement (the “Post-Retirement Exercise Period”), provided that your SARs shall be exercisable during such Post-Retirement Exercise Period only to the extent the SARs were exercisable at the time of such Retirement.  The foregoing notwithstanding, (i) the Committee may, in its sole discretion, accelerate the vesting of the unvested portion of the SARs upon your Retirement, in which case those previously unvested SARs shall not be forfeited as provided herein but thereafter shall become exercisable to the extent and at such times as such SARs would have become both vested and exercisable during the Post-Retirement Exercise Period had your employment not Terminated, unless the Committee specifies otherwise; and (ii), in the event of your death within a period of five years after such Retirement, your unexercised SARs (to the extent not previously forfeited) may thereafter be exercised during the shorter of the remaining Post-Retirement Exercise Period or one year after the date of your death.

(c)If you have a Termination of Employment for any reason other than death, Disability or Retirement, the unexercised portion of the SARs may be exercised only during the period ending 90 days after the date of such Termination of Employment, but only to the extent such SARs were vested and exercisable at the time of such Termination of Employment, and in no event may such SARs be exercised after the Stated Expiration Date.  The foregoing notwithstanding, the Committee retains discretion to accelerate the vesting of unvested SARs or specify post-termination exercise periods longer than 90 days, but not extending past the Stated Expiration Date.

For purposes of this Agreement, a “Termination of Employment” means your termination of employment such that you are no longer in service to the Company or any of its Subsidiaries, including such a termination for any reason, and whether occasioned by you, by the Company or a Subsidiary with or without cause or by mutual agreement.  Any portion of the SARs not vested at or before Termination of Employment (or subject to non-forfeiture in the case of Retirement pursuant to clause (b) above) will be forfeited.

Exercise of SARs

You may exercise your SARs at such time as they have become vested only in accordance with the Plan and any procedures that the Committee may approve from time to time.

The date on which a notice of exercise is received by the Company shall be the exercise date.  Payment shall be made to you upon exercise by delivery of a number of Shares equal to the Stock Appreciation divided by the Fair Market Value of one Share at the exercise date (subject to any

applicable tax withholding, as specified below).  SARs may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of vested SARs being exercised.  Notwithstanding the foregoing, the Company may in its sole discretion establish alternative means to exercise SARs, including electronic forms using electronic signatures and interactive voice response systems using PIN numbers, in a manner directed by the Company, and your SARs shall be deemed to be exercised upon fulfillment of such alternative means.  You may only exercise the SAR as to a given underlying Share one time.   Unless otherwise determined by the Company, no fractional Shares will be issued in payment upon exercise of SARs and the number of Shares to be delivered will be rounded downward to the nearest whole Share.  Upon exercise, you shall be paid, in cash, an amount equal to the value of any fractional Share that would have otherwise been payable at the time of exercise (after giving effect to any Share withholding for mandatory taxes), unless the Company arranges to deliver Shares to an account to which fractional Shares may be credited without requiring the Company to in fact issue a fractional Share.

If the SARs remain outstanding but unexercised at the Stated Expiration Date or any earlier applicable date on which the SARs would terminate, and if the Stock Appreciation at that date would be a positive amount, the SARs, to the extent then exercisable, shall be automatically exercised.

Other Provisions Relating to Termination or Employment

You acknowledge and agree that you will have no claim or entitlement (1) to compensation or damages in consequence of the Termination of Employment with IMS Health or any of its Subsidiaries for any reason whatsoever and whether or not in breach of contract, insofar as such claim or entitlement arises or may arise from your ceasing to have any rights under the Plan or this Agreement, (2) to exercise your SARs as a result of such Termination of Employment except as expressly provided in this Agreement, or (3) from the loss or diminution in value of your SARs; and, upon the grant of your SARs and in partial consideration for your participation in the Plan and this Agreement, you shall be deemed irrevocably to have waived any such claim or entitlement.

Your sales of Shares acquired upon exercise of your SARs will be subject to applicable restrictions under the Company’s policies regulating insider trading by employees.

Nontransferability of Your SARs

Except as may be provided otherwise under the Plan, you cannot transfer, give, assign, sell, encumber, or in any way transfer or alienate your SARs to anyone except after your death by your will or by applicable inheritance laws, and during your lifetime your SARs shall be exercisable only by you or your legal representative.

Tax Withholding

It shall be a condition to the obligation of the Company to issue and deliver Shares upon exercise of the SARs that you (or any Beneficiary) pay to the Company (or a subsidiary or affiliate), upon its demand, such amount as may be requested by the Company for the purpose of satisfying the minimum statutory withholding liabilities for federal, state, or local income and other taxes.  Unless otherwise determined by the Committee, the Company shall withhold from the Shares to be delivered upon exercise of the SARs that number of Shares having a fair market value equal to the amount of such withholding tax liability (or as nearly equal as possible without exceeding the amount of such tax liability).  For this purpose, the fair market value of the withheld Shares shall be the average high/low sales prices in composite trading of New York Stock Exchange-listed securities on the day on which the Shares are withheld.

Forfeiture of Unexercised Portion of Your SARs and Certain Gain

The greatest assets of IMS HEALTH and its affiliates (each, an “IMS HEALTH Company”) are its employees, technology and customers.  In recognition of the increased risk of unfairly losing any of these assets to its competitors, IMS HEALTH has adopted the following policy:

If you directly or indirectly engage in any of the “Detrimental Activities” defined below:

(c)any unexercised portion of your SARs shall automatically expire (regardless of vesting) on the later of the date of your Termination of Employment or the date IMS HEALTH becomes aware of your Detrimental Activity; and

(d)you shall forfeit to the Company the Shares acquired upon any exercise of your SARs by you during the one year prior to, or at any time after, the date of the earliest actual occurrence of your Detrimental Activity (the “Forfeiture Period”).  Such Shares shall be forfeited by you and payable to the Company at the later of (i) the date of your Termination of Employment or (ii) the date of your Detrimental Activity.  If you have disposed of the Shares during the Forfeiture Period, your obligation to repay Shares upon such forfeiture will continue (payment of cash or other property is not permitted), so that you will be required to acquire replacement Shares and deliver them to the Company in settlement of your forfeiture obligation without regard to any subsequent market price increase or decrease from the date of exercise.  If you fail to promptly deliver forfeited Shares and if, apart from this Agreement, the Company is obligated to pay any cash amount to you, the Company, as a setoff, may use such cash to purchase Shares in the open market on your behalf, which Shares will be retained by the Company in settlement of your forfeiture obligation hereunder.

Detrimental Activities are defined as:

·using or disclosing any information that has been treated by an IMS HEALTH Company as confidential or proprietary and is of competitive advantage to such IMS HEALTH Company, unless you are using or disclosing it in the course of your job with such IMS HEALTH Company;

·during the period beginning the Grant Date and ending twelve months after you leave your employment with any IMS HEALTH Company (the “Prohibited Period”), soliciting, inducing, enticing or procuring for anyone other than an IMS HEALTH Company the trade or business of any entity that was a customer (including “near-permanent” customers), prospective customer or data supplier of an IMS HEALTH Company, in order to sell to such customer or prospective customer, or obtain from such data supplier, the same, similar or related services IMS HEALTH offers to its customers, or such data supplier provided to IMS HEALTH, during the period that you worked for any IMS HEALTH Company;

·during the Prohibited Period, soliciting, inducing, enticing or procuring any employee of any IMS HEALTH Company to leave his or her employment; or employing or otherwise using the services of any person who is or was an IMS HEALTH Company employee during the last twelve months that you worked for an IMS HEALTH Company; or

·during the Prohibited Period, directly or indirectly (including without limitation as an officer, director, employee, advisor, agent, consultant or investor, other than by the ownership of a passive investment interest of not more than 1% in a company with publicly traded equity securities), (i) seeking or accepting any employment or other work with or providing assistance to any person or entity that offers Competitive Services (as defined below) to any person or entity that was a customer or potential customer of any IMS HEALTH Company at any time during the last two years of your employment with any IMS HEALTH Company, or (ii) otherwise providing Competitive Services.

For purposes hereof, “Competitive Services” means engaging in the following activities anywhere in the world in relation to the pharmaceutical and healthcare industries (it being understood that the global market in which any of the businesses of IMS is conducted and to which their goodwill extends is not limited to any particular region in the world and that given the informational nature of such businesses, they may be engaged effectively from any location in the world):

·providing information services for the management of sales forces engaged in the sale of prescription or over-the-counter drugs, medical devices, or medical or surgical products;

·providing information services for the measurement of sales force performance or product

performance for prescription or over-the-counter drugs, medical devices, or medical or surgical products;

·creating or providing physician profiles for purposes of assisting others in the targeting of promotion or sales activities in relation to prescription or over-the-counter drugs, medical devices, or medical or surgical products;

·creating or providing micromarketing programs based on prescribing behavior or attitudes of physicians or other prescribers in relation to prescription or over-the-counter drugs, medical devices, or medical or surgical products;

·creating or providing market research reports or audits relating to the use, sale, marketing/promotion, distribution or warehousing of any prescription or over-the-counter drugs, medical devices, or medical or surgical products;

·using or developing technology, methodologies or processes which have functionality or produce results similar to the technology, methodologies or processes employed or offered by IMS HEALTH to process pharmaceutical or healthcare information, including but not limited to internal processing technology, decision support tools, data warehousing applications and data mining applications;

·creating or providing reference files, classification schemes, master files or other methods of categorizing, classifying, organizing or identifying products, procedures, medical facilities, pharmacies, warehouses, distributors, prescribers, pharmacists or other entities, activities or persons associated with the use, sale, marketing/promotion, distribution or warehousing of any prescription or over-the-counter drugs, medical devices, or medical or surgical products; or

·providing market research consulting, sales management consulting, information technology consulting or market event management consulting, or any other consulting services in connection with any of the foregoing activities or otherwise relating to the use, sale, marketing/promotion, distribution or warehousing of any prescription or over-the-counter drugs, medical devices, or medical or surgical products.

By accepting your SARs, you consent to a deduction from any amounts the Company or your employer owes you from time to time equal to the forfeiture amount, to the extent such deduction is permitted by applicable law.  Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to you.

Governing Law

THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.  INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.

ANY LEGAL PROCEEDING ARISING OUT OF THIS PLAN OR THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATE OF NEW YORK.  YOU AGREE TO SUBMIT TO PERSONAL JURISDICTION AND TO VENUE IN THOSE COURTS.  YOU FURTHER AGREE TO WAIVE ALL LEGAL CHALLENGES AND DEFENSES TO THE APPROPRIATENESS OF NEW YORK AS THE SITE OF ANY SUCH LEGAL PROCEEDING AND TO THE APPLICATION OF THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.

Intended Accounting Treatment; Reform of Contract

The Company intends that your SARs shall qualify for fixed accounting under FAS 123R, with the compensation measurement date for accounting purposes to occur at the Grant Date, unless the Committee specifically determines otherwise.  Therefore, other provisions of this Agreement notwithstanding, in order to preserve this fundamental objective of your SARs, if any provision of this Agreement or otherwise applicable to your SARs would result in “variable” accounting or a measurement date other than the Grant Date, if the Committee was not specifically aware of such

accounting consequence at the time such provision became effective, such provision shall be modified and reformed to the extent necessary to preserve the accounting treatment of your SARs intended by the Committee.

Acknowledgements and Acceptance

You voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph.  You are not obliged to consent to such collection, use, processing and transfer of personal data.  However, failure to provide the consent may affect your ability to participate in the Plan.  IMS HEALTH, its Subsidiaries and your employer hold certain personal information about you, including your name, home address and telephone number, date of birth, social insurance number or other employee identification number, salary, nationality, job title, any Shares of stock or directorships held in IMS HEALTH, details of your SARs, all IMS Health stock options or any other rights or entitlements to Shares of stock in your favor, for the purpose of managing and administering the Plan (“Data”).  IMS HEALTH and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and IMS HEALTH and/or any of its Subsidiaries may each further transfer Data to any third parties assisting IMS HEALTH in the implementation, administration and management of the Plan.  These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States.  You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf to a broker or other third party with whom you may elect to deposit any Shares acquired pursuant to the Plan.  You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting IMS HEALTH; however, withdrawing your consent may affect your ability to participate in the Plan.  You acknowledge and agree that your consent shall apply to any and all awards of stock appreciation rights made to you under the Plan or this Agreement, whether now or in the future.

You do not need to do anything if you want to accept your SAR(s) on the terms set out in this Agreement.  It would however help us if you would sign this Agreement in the space indicated below and return a copy to us by mail to:

Equity Programs

IMS Health

960A Harvest Drive

Blue Bell, Pennsylvania 19422

U.S.A.

If you do not want to accept your SAR(s) on the terms set out in this Agreement, the Plan and all related documents, please notify us of your rejection of the SAR(s) by writing to the Company at the above address, no later than                   .  Your SAR(s) will then be cancelled.  If you do not write to us telling us that you do not want your SAR(s) by                    you will be deemed to have accepted your SAR(s) and to agree to the terms set out in this Agreement.

Copies of the Plan and such related documents are being provided to you as part of this Agreement.

IMS HEALTH INCORPORATED

David R. Carlucci

Chairman and Chief Executive Officer

EX-10.2

Exhibit 10.2

IMS HEALTH INCORPORATED

EXECUTIVE ANNUAL INCENTIVE PLAN

(As Amended and Restated June 26, 2008)

1.  Purpose of the Plan

The purpose of the Plan is to advance the interests of the Company and its stockholders by providing incentives in the form of periodic cash bonus awards to certain management employees of the Company and its subsidiaries, thereby motivating such employees to attain corporate performance goals articulated under the Plan.

2.  Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.

(b) Award: A periodic cash bonus award granted pursuant to the Plan.

(c) Beneficial Owner: As such term is defined in Rule 13d-3 under the Act (or any successor rule thereto).

(d) Board: The Board of Directors of the Company.

(e) Change in Control: The occurrence of any of the following events:

(i)any Person (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then-outstanding securities;

(ii)during any period of twenty-four months (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board, and any new director (other than (A) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections (2)(e)(i), (iii) or (iv) of the Plan, (B) a director nominated by any Person (including the

Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control or (C) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s securities) whose election by the Board or nomination for election by the Company’s stockholders was approved in advance by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(iii)the stockholders of the Company approve any transaction or series of transactions under which the Company is merged or consolidated with any other company, other than a merger or consolidation (A) which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66 2/3% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and (B) after which no Person holds 20% or more of the combined voting power of the then-outstanding securities of the Company or such surviving entity; or

(iv)the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

(f) Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.

(g) Committee: The Human Resources Committee of the Board.

(h) Company: IMS Health Incorporated, a Delaware corporation.

(i) Covered Employee: As such term is defined in Section 162(m) of the Code (or any successor section thereto).

(j) Covered Participant: A Participant who is, or who is anticipated to become, a Covered Employee.

(k) Effective Date: The date on which the Plan takes effect, as defined pursuant to Section 13 of the Plan.

(l) Participant: An employee of the Company or any of its Subsidiaries who is selected by the Committee to participate in the Plan pursuant to Section 4 of the Plan.

(m) Performance Period: The calendar year or any other period that the Committee, in its sole discretion, may determine.

(n) Person: As such term is used for purposes of Sections 13(d) or 14(d) of the Act (or any successor sections thereto).

(o) Plan: The IMS Health Incorporated Executive Annual Incentive Plan.

(p) Shares: Shares of common stock, par value $0.01 per Share, of the Company.

(q) Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto).

3.  Administration

The Plan shall be administered by the Committee or such other persons designated by the Board.  The Committee may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who are each “non-employee directors” within the meaning of Rule 16b-3 of the Act (or any successor rule thereto) and “outside directors” within the meaning of Section 162(m) of the Code (or any successor section thereto).  The Committee shall have the authority to select the employees to be granted Awards under the Plan, to determine the size and terms of an Award (subject to the limitations imposed on Awards in Section 5 below), to modify the terms of any Award that has been granted (except for any modification that would increase the amount of the Award payable to a Covered Participant), to determine the time when Awards will be made and the Performance Period to which they relate, to establish performance objectives in respect of such performance periods and to certify that such performance objectives were attained; provided, however, that any such action shall be consistent with the applicable provisions of Section 162(m) of the Code.  The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan.  The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable.  Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.  Determinations made by the Committee under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated.  The Committee shall have the right to deduct from any payment made under the Plan any federal, state, local or foreign income or other taxes required by law to be withheld with respect to such payment.  To the extent consistent with the applicable provisions of Section 162(m) of the Code, the Committee

may delegate to one or more employees of the Company or any of its Subsidiaries the authority to take actions on its behalf pursuant to the Plan.

4.  Eligibility and Participation

The Committee shall designate those persons who shall be Participants for each Performance Period.  Participants shall be selected from among the employees of the Company and any of its Subsidiaries who are in a position to have a material impact on the results of the operations of the Company or of one or more of its Subsidiaries.  The designation of Participants may be made individually or by groups or classifications of employees, as the Committee deems appropriate.

5.  Awards

(a) Performance Goals.  A Participant’s Award shall be determined based on the attainment of written performance goals approved by the Committee for a Performance Period established by the Committee (i) while the outcome for that Performance Period is substantially uncertain and (ii) no more than 90 days after the commencement of the Performance Period to which the performance goal relates or, if less than 90 days, the number of days which is equal to 25 percent of the relevant Performance Period.  The performance goals, which must be objective with respect to Covered Participants, shall be based upon one or more of the following criteria: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and/or amortization); (ii) net income; (iii) operating income; (iv) earnings per Share; (v) book value per Share; (vi) return on stockholders’ equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow; (xvii) working capital; (xviii) return on assets; (xix) economic value created; (xx) total shareholder return (stock price appreciation plus dividends and distributions); (xxi) operating management goals; (xxii) execution of pre-approved corporate strategy, (xxiii) operating margin and (xxiv) measures of customer satisfaction and employee satisfaction.  In addition, with respect to Participants who are not Covered Participants, the Committee may approve performance goals based on other criteria, which may or may not be objective.  The foregoing criteria may relate to the Company, one or more of its Subsidiaries or one or more of its divisions, units, partnerships, joint venturers or minority investments, product lines or products or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine.  In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items.  The maximum amount of an Award to any Participant with respect to a fiscal year of the Company shall be $3,000,000.

(b) Payment.  The Committee shall determine whether, with respect to a Performance Period, the applicable performance goals have been met with respect to a

given Participant and, if they have, to so certify and ascertain the amount of the applicable Award.  No Awards will be paid for such performance period until such certification is made by the Committee.  The amount of the Award actually paid to a given Participant may be less or, with respect to Participants who are not Covered Participants, more than the amount determined by the applicable performance goal formula, at the discretion of the Committee.  The amount of the Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such Performance Period.

(c) Termination of Employment.  If a Participant who is not a Covered Participant dies, retires, is assigned to a different position, is granted a leave of absence, or if the Participant’s employment is otherwise terminated (except with cause by the Company) during a Performance Period, a pro rata share of the Participant’s award based on the period of actual participation may, at the Committee’s discretion, be paid to the Participant after the end of the Performance Period if it would have become earned and payable had the Participant’s employment status not changed.

(d) Compliance with Section 162(m) of the Code.  The provisions of this Section 5 shall be administered and interpreted in accordance with Section 162(m) of the Code to ensure the deductibility by the Company or its Subsidiaries of the payment of Awards.

(e)  The Committee may establish an Award pool, which shall be an unfunded pool, for purposes of measuring performance in a specified Performance Period for purposes of Awards.  The amount of such Award pool shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth in Section 5(a) during the given Performance Period, as specified by the Committee.  The Committee may specify the amount of the Award pool as a percentage of any of such business criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such business criteria, provided that the dollar amount of the Award pool can be calculated based on the level of achievement of the performance goal.  The Committee may specify Awards for any one Participant as a percentage of the Award pool or otherwise in a mathematically determinable way, subject to such terms and conditions as the Committee may specify, provided that the aggregate percentage of the Award pool allocated to Participants may not exceed 100% of the Award pool, and for any Covered Employee the maximum payout from the Award pool shall be specified (and shall be subject to the maximum limitation under Section 5(a) in any event).

6.  Amendments or Termination

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would impair any of the rights or obligations under any Award theretofore granted to a Participant under the Plan without such Participant’s consent; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the

requirements of the Code or other applicable laws.  Notwithstanding anything to the contrary herein, the Board may not amend, alter or discontinue the provisions relating to Section 10(b)(ii) of the Plan after the occurrence of a Change in Control.

7.  No Right to Employment

Neither the Plan nor any action taken hereunder shall be construed as giving any Participant or other person any right to continue to be employed by or perform services for the Company or any Subsidiary, and the right to terminate the employment of or performance of services by any Participant at any time and for any reason is specifically reserved to the Company and its Subsidiaries.

8.  Nontransferability of Awards

An Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution.

9.  Reduction of Awards

Notwithstanding anything to the contrary herein, the Committee, in its sole discretion (but subject to applicable law), may reduce any amounts payable to any Participant hereunder in order to satisfy any liabilities owed to the Company or any of its Subsidiaries by the Participant.

10.  Adjustments Upon Certain Events

(a) Generally.  In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of Shares or other corporate exchange, or any distribution to stockholders of Shares other than regular cash dividends, the Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, as to any affected terms of outstanding Awards.

(b) Change in Control.  Notwithstanding any other provision in the Plan to the contrary, in the event of a Change in Control, (i) the Committee in its sole discretion and without liability to any person may take such actions, if any, as it deems necessary or desirable with respect to any Award (including, without limitation, (A) the acceleration of an Award, (B) the payment of a cash amount in exchange for the cancellation of an Award and/or (C) the requiring of the issuance of substitute Awards that will substantially preserve the value, rights and benefits of any affected Awards previously granted hereunder) as of the date of the consummation of the Change in Control and (ii) any Participant who, as a result of a Change in Control, receives payments pursuant to a Change-in-Control agreement shall receive, subject to the same terms and conditions under which such payments are made, an amount in cash equal to (A) the annual target bonus under the Plan for the year in which the Change in Control occurs, multiplied by a fraction, (I) the numerator of which equals the number of full or partial days in such

annual performance period during which he or she was employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to all other performance periods in progress under this Plan at the time of his or her termination of employment from the Company.

11.  Miscellaneous Provisions

The Company is the sponsor and legal obligor under the Plan and shall make all payments hereunder, other than any payments to be made by any of the Subsidiaries (in which case shall be made by such Subsidiary, as appropriate).  The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to ensure the payment of any amounts under the Plan, and the Participants’ rights to the payment hereunder shall be no greater than the rights of the Company’s (or Subsidiary’s) unsecured creditors.  All expenses involved in administering the Plan shall be borne by the Company.

12.  Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

13.  Effectiveness of the Plan

The Plan became effective as of July 1, 1998. This amendment and restatement of the Plan shall be effective as of June 26, 2008.

EX-10.3

Exhibit 10.3

IMS HEALTH INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective as of January 1, 2005

TABLE OF CONTENTS

		Page
INTRODUCTION		1
SECTION 1	- DEFINITIONS	1
1.1	“Actuarial Equivalent Value”	1
1.2	“Affiliated Employer”	1
1.3	“Average Final Compensation”	2
1.4	“Basic Disability Plan”	2
1.5	“Basic Disability Plan Benefit”	2
1.6	“Basic Plan”	2
1.7	“Basic Plan Benefit”	2
1.8	“Board”	3
1.9	“Cause”	3
1.10	“CEO”	4
1.11	“Change in Control”	4
1.12	“Change in Control Agreement”	6
1.13	“Code”	6
1.14	“Committee”	7
1.15	“Company”	7
1.16	“Compensation”	7
1.17	“Covered Earnings”	7
1.18	“Deferred Vested Benefit”	7
1.19	“Disability” or “Disabled”	7
1.20	“Disability Benefits”	8
1.21	“Effective Date”	8
1.22	“Former Member”	8
1.23	“Good Reason”	8
1.24	“Member”	10
1.25	“Other Disability Income”	10
1.26	“Other Retirement Income”	11
1.27	“Plan”	11

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		Page
1.28	“Plan Administrator”	12
1.29	“Potential Change in Control”	12
1.30	“Regulations”	12
1.31	“Retirement”	13
1.32	“Retirement Benefits”	13
1.33	“Separation from Service”	13
1.34	“Service”	13
1.35	“Specified Employee”	14
1.36	“Surviving Spouse”	15
1.37	“Surviving Spouse’s Benefits”	15
1.38	“Vested Former Member”	15
SECTION 2	- PARTICIPATION	15
2.1	Commencement of Participation	15
2.2	Termination of Participation	15
SECTION 3	- AMOUNT AND FORM OF BENEFITS	16
3.1	Retirement Benefits	16
3.2	Deferred Vested Benefit	17
3.3	Time and Form of Payment	19
3.4	Lump Sum Calculation	22
3.5	Nonpayment of Benefits	22
3.6	Notification of Nonpayment of Benefits	24
3.7	Repayment of Benefits Paid as Lump Sum	24
3.8	Change in Control	25
SECTION 4	- DISABILITY BENEFITS	27
4.1	Disability Benefits	27
SECTION 5	- SURVIVING SPOUSE’S BENEFITS	27
5.1	Death Prior to Benefit Payment	27
5.2	Death On or After Benefit Payment	28
5.3	Payment of Surviving Spouse’s Benefit	28
5.4	Reduction	28

ii

		Page
SECTION 6	- PLAN ADMINISTRATOR	28
6.1	Duties and Authority	28
6.2	Presentation of Claims	29
6.3	Claims Denial Notification	29
6.4	Claims Review Procedure	30
6.5	Timing	31
6.6	Final Decision	31
6.7	Delayed Payments	32
SECTION 7	- MISCELLANEOUS	32
7.1	Amendment; Suspension	32
7.2	Termination	33
7.3	No Employment Rights	35
7.4	Unfunded Status	35
7.5	Arbitration	36
7.6	No Alienation	37
7.7	Withholding	37
7.8	Governing Law	37
7.9	Successors	38
7.10	Integration	38

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IMS HEALTH INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective January 1, 2005

INTRODUCTION

Effective as of July 1, 1998, the IMS Health Incorporated Supplemental Executive Retirement Plan (the “Plan”) was established to provide a means of ensuring the payment of a competitive level of retirement income and disability and survivor benefits, and thereby attract, retain and motivate a select group of executives of IMS Health Incorporated and its affiliated employers.  This document represents a complete restatement of the Plan effective as of January 1, 2005. The provisions of this amendment and restatement of the Plan shall apply to Members of the Plan who have not retired or terminated employment with the Company as of January 1, 2005.  The rights to benefits, if any, of any Former Member or Vested Former Member who retired or otherwise terminated employment before January 1, 2005, together with the amount of such benefits, shall continue to be governed by the provisions of the Plan in effect as of the date of such retirement or termination of employment.

SECTION 1 - DEFINITIONS

 1.1“Actuarial Equivalent Value” shall mean a benefit of equivalent value computed on the basis of the mortality table and interest rate used to calculate accrued benefits under the Basic Plan unless otherwise specifically provided in this Plan.

 1.2“Affiliated Employer” shall mean an entity affiliated with the Company.

 1.3“Average Final Compensation” shall mean a Member’s average annual Compensation during the five consecutive 12-month periods in the last ten consecutive 12-month periods of his or her Service (or during the total number of consecutive 12-month periods if fewer than five), immediately prior to the month following the earlier of:  (a) the Member’s termination of employment with the Company or an Affiliated Employer, (b) the Member’s removal from participation under this Plan, or (c) the commencement of benefits to the Member under the Basic Disability Plan, affording the highest such Average Final Compensation.

 1.4“Basic Disability Plan” shall mean as to any Member the long-term disability plan of the Company or an Affiliated Employer pursuant to which long-term disability benefits are payable to such Member.

 1.5“Basic Disability Plan Benefit” shall mean the amount of benefits payable to a Member from the Basic Disability Plan.

 1.6“Basic Plan” shall mean as to any Member or Vested Former Member the defined benefit pension plan of the Company or an Affiliated Employer intended to meet the requirements of Code Section 401(a) pursuant to which retirement benefits are payable to such Member or Vested Former Member or to the Surviving Spouse or designated beneficiary of a deceased Member or Vested Former Member.

 1.7“Basic Plan Benefit” shall mean the amount of benefits payable from the Basic Plan to a Member or Vested Former Member.

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 1.8“Board” shall mean the Board of Directors of IMS Health Incorporated, except that any action authorized to be taken by the Board hereunder may also be taken by a duly authorized committee of the Board or its duly authorized delegees.

 1.9“Cause”.  A Member shall not be deemed to have been terminated for “Cause” under this Plan unless such Member shall have been terminated for “Cause” under the terms of such Member’s employment agreement or Change in Control Agreement with the Company, if any.  If no such employment agreement or Change in Control Agreement containing a definition of “Cause” shall be in effect, for purposes of this Plan “Cause” shall mean a Member’s:

(a)willful and continued failure to substantially perform his or her duties (other than any such failure resulting from incapacity due to physical or mental illness or Disability or any failure after the issuance of a notice of termination by the Member for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of the Company and/or its Affiliated Employers, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to the Member by the Board, which demand specifically identifies the manner in which the Board believes that the Member has not substantially performed his or her duties; or

(b)the willful engaging by the Member in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.

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No act, or failure to act, on the part of the Member shall be deemed “willful” unless done, or omitted to be done, by the Member not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.  Notwithstanding the foregoing, the Member shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Member a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to the Member and an opportunity for the Member, together with the Member’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Member was guilty of conduct set forth above in this definition and specifying the particulars thereof in detail.

 1.10“CEO” shall mean the Chief Executive Officer of the Company.

 1.11“Change in Control”.  If a “Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s or Vested Former Member’s Change in Control Agreement or employment agreement with the Company, if any, then a “Change in Control” shall be deemed to have occurred under this Plan. Otherwise a “Change in Control” shall be deemed to have occurred if:

(a)any “Person” as such term is used for purposes of  Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the

4

stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), becomes the “Beneficial Owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities;

(b)during any period of 24 months (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board, and any new director (other than (i) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 1.11(a), (c), or (d) hereof, (ii) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control, or (iii) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s securities) whose election by the Board or nomination for election by the Company’s stockholders was approved in advance by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

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(c)any transaction (or series of transactions) is consummated under which the Company is merged or consolidated with any other company, other than a merger or consolidation (i) which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66 2/3% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, and (ii) after which no Person holds 20% or more of the combined voting power of the then outstanding securities of the Company or such surviving entity;

(d)a sale or disposition by the Company of all or substantially all of the Company’s assets is consummated or the stockholders of the Company approve a plan of complete liquidation of the Company; or

(e)the Board adopts a resolution to the effect that, for purposes of this Plan, a Change in Control has occurred.

 1.12“Change in Control Agreement” shall mean any written agreement in effect between any Member or Former Member or Vested Former Member and the Company or an Affiliated Employer pursuant to which benefits may be payable to such Member or Former Member or Vested Former Member in connection with a Change in Control.

 1.13“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

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 1.14“Committee” shall mean the Human Resources Committee of the Board (the Compensation and Benefits Committee before January 1, 2007) or any successor thereto.

 1.15“Company” shall mean IMS Health Incorporated.

 1.16“Compensation” shall mean base salary, annual bonuses, commissions, overtime and shift pay, in each case prior to reductions for elective contributions under Sections 401(k), 125 and 132(f)(4) of the Code and deferred compensation under any nonqualified deferred compensation plan.  Notwithstanding the foregoing, Compensation shall exclude severance pay (including, without limitation, severance pay under the Company’s Employee Protection Plan), stay-on bonuses, long-term bonuses, retirement income, change-in-control payments, contingent payments, amounts paid under this Plan or any other retirement plan or deferred compensation plan, income derived from stock options, stock appreciation rights and other equity-based compensation and other forms of special remuneration.

 1.17“Covered Earnings” shall mean a Member’s Compensation in the 12 months immediately preceding the onset of the Member’s Disability.

 1.18“Deferred Vested Benefit” shall mean the benefits described in Section 3.2(b) hereof.

 1.19“Disability” or “Disabled” shall mean that the Member has been determined to be disabled in accordance with the Basic Disability Plan by reason of any medically

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determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and the Member has received at least three months of benefits under the Company’s short-term disability plan and/or the Basic Disability Plan..

 1.20“Disability Benefits” shall mean the benefits provided as described in Section 4.1(b) hereof.

 1.21“Effective Date” shall mean July 1, 1998.  The effective date of this amendment and restatement of the Plan shall mean January 1, 2005.

 1.22“Former Member” shall mean (a) a Member whose employment with the Company or an Affiliated Employer terminates before he or she has completed five or more years of Service, or (b) a Member who was removed from participation in the Plan, in accordance with Section 2.2 hereof, before he or she has completed five or more years of Service.

 1.23“Good Reason”.  If a Member shall have terminated employment for “Good Reason” under the terms of such Member’s Change in Control Agreement or employment agreement with the Company, if any, then such Member shall be deemed to have terminated employment for “Good Reason” under this Plan.  Otherwise “Good Reason” shall mean, without the Member’s express written consent, the occurrence of any of the following circumstances unless such circumstances are fully corrected prior to the date of termination specified in the notice of termination given in respect thereof:

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(a)the assignment to the Member of any duties inconsistent with the Member’s position in the Company, or an adverse alteration in the nature or status of the Member’s responsibilities or the conditions of the Member’s employment;

(b)a reduction by the Company in the Member’s annual base salary, target bonus or perquisites except for across-the-board perquisite reductions similarly affecting all senior executives of the Company and all senior executives of any Person, as such term is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, in control of the Company;

(c)the relocation of the principal place of the Member’s employment to a location more than 50 miles from the location of such place of employment; for this purpose, required travel on the Company’s business will not constitute a relocation so long as the extent of such travel is substantially consistent with the Member’s customary business travel obligations;

(d)the failure by the Company to pay to the Member any portion of the Member’s compensation or to pay to the Member any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven days of the date such compensation is due;

(e)the failure by the Company to continue in effect any material compensation or benefit plan in which the Member participated unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with

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respect to such plan, or the failure by the Company to continue the Member’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 Member’s participation relative to other participants;

(f)the failure of the Company to obtain a satisfactory agreement from any successor to the Company to fully assume the Company’s obligations and to perform under this Plan, as contemplated in Section 7.9 hereof;

(g)with respect to any Member who is a party to an employment agreement or a Change in Control Agreement, any purported termination of such Member’s employment that is not effected pursuant to the notice provisions, if any, in such Member’s employment agreement or Change in Control Agreement.

 1.24“Member” shall mean an employee of the Company or an Affiliated Employer who becomes a participant in the Plan pursuant to Section 2, but excludes any Former Member or Vested Former Member.

 1.25“Other Disability Income” shall mean (a) the disability insurance benefit that the Member is entitled to receive under the Federal Social Security Act while he or she is receiving the Basic Disability Plan Benefit and (b) the disability income payable to a Member from any supplemental executive disability plan of the Company or any Affiliated Employer or from any other contract, agreement or other arrangement with the Company or an Affiliated Employer (excluding any Basic Disability Plan).  If the disability income

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provided in (b) above is payable in a lump sum, it shall be converted to the Actuarial Equivalent Value of monthly payments for 24 months.

 1.26“Other Retirement Income” shall mean:

(a)the Social Security retirement benefit that the Member or Former Member is entitled to receive under the Federal Social Security Act, assuming that for years prior to the Member’s employment with the Company and for years following the Member’s termination of employment with the Company until the Member attains age 62, the Member earned compensation so as to accrue the maximum Social Security benefits, and

(b)the retirement income payable to a Member or Vested Former Member from any ‘excess benefit plan’ as that term is defined in Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any plan described in Section 201(2) of ERISA, and any other contract, agreement or other arrangement providing a defined pension benefit or defined contribution retirement benefit, in any case, maintained or entered into with the Company or an Affiliated Employer (excluding this Plan, any Basic Plan, any defined contribution plan intended to meet the requirements of Code Section 401(a) and any elective plan of deferred compensation).

 1.27“Plan” shall mean the IMS Health Incorporated Supplemental Executive Retirement Plan, as embodied herein, and any amendments thereto.

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 1.28“Plan Administrator” shall mean the Company, except that any action authorized to be taken by the Plan Administrator hereunder may also be taken by any committee or person(s) duly authorized by the Board or the duly authorized delegees of such duly authorized committee or person(s).

 1.29“Potential Change in Control”.  If a “Potential Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s Change in Control Agreement or employment agreement with the Company, if any, a “Potential Change in Control” shall be deemed to have occurred under this Plan, otherwise a “Potential Change in Control” shall be deemed to have occurred if:

(a)the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(b)any Person (including the Company), as defined in Section 1.11(a) hereof, publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

(c)the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred.

 1.30“Regulations”  shall mean proposed and final Treasury Regulations, as the same may be amended from time to time.

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 1.31“Retirement” shall mean the Separation from Service of a Member or Vested Former Member with the Company or an Affiliated Employer other than by reason of death after attaining age 55 and completing five years of Service.  In determining whether age 55 has been attained under this definition, there shall be included as years of age the number of additional years credited as “age” for purposes of the Plan to the Member or Vested Former Member under this Plan, a then-effective employment agreement between the Company and such person, a then-effective Change in Control Agreement between the Company and such person, or otherwise approved  by the Committee.

 1.32“Retirement Benefits” shall mean the benefits described in Section 3.1(b) hereof.

 1.33“Separation from Service” shall mean termination of employment with the Company and any Affiliated Employer.  Whether a Member or Vested Former Member has had a Separation from Service shall be determined by the Plan Administrator on the basis of all relevant facts and circumstances and with reference to Regulations Section 1.409A-1(h).

 1.34“Service” shall mean a Member’s service defined as Vesting Service in the Basic Plan, which is taken into account for vesting purposes thereunder (including any such service prior to the date such individual becomes a Member but not including any such service after participation hereunder terminates), except that (a) (a) Service will also include that period of time during which the Member is receiving benefits under the Basic Disability Plan until Retirement Benefits or Deferred Vested Benefits, as the case may be, are paid to such Member; provided, however, that if a Member who is receiving benefits under the Basic Disability Plan has a Separation from Service that is initiated by the Company for

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any reason other than Cause, such Member shall receive service credit for purposes of calculating such Member’s Retirement Benefits or Deferred Vested Benefits, as the case may be, for the maximum period of time during which such Member is eligible to receive benefits under the Basic Disability Plan; (b) if a Member was employed by a company acquired by the Company or an Affiliated Employer after the Effective Date, such Member’s service with that company prior to the date of acquisition will not constitute Service hereunder unless otherwise approved by the Committee; (c) upon commencement of participation hereunder in accordance with Section 2.1 hereof, the Committee may limit any service that would otherwise constitute Service hereunder with respect to periods prior to the date of participation in the Plan; and (d) no service of a Former Member or Vested Former Member during any period after removal from participation under Section 2.2 shall constitute Service for purposes of the Plan. The foregoing notwithstanding, there shall be included as Service for all purposes under the Plan the number of additional years (or other additional period) credited as “service” for purposes of the Plan to the Member or Former Member or Vested Former Member under this Plan, an employment agreement between the Company or an Affiliated Employer and such person or a Change in Control Agreement in effect at the time of such person’s termination of employment, or otherwise approved by the Committee.

 1.35“Specified Employee”  shall mean an employee who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-

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month period beginning on the first day of the fourth month immediately following the end of such calendar year.

 1.36“Surviving Spouse” shall mean the spouse of a deceased Member or Vested Former Member to whom such Member or Vested Former Member is married under applicable state law immediately preceding such Member or Vested Former Member’s death.

 1.37“Surviving Spouse’s Benefits” shall mean the benefits described in Section 5 hereof.

 1.38“Vested Former Member” shall mean (a) a Member whose employment with the Company or an Affiliated Employer terminates on or after the date on which he or she has completed five or more years of Service, or (b) a Member who was removed from participation in the Plan, in accordance with Section 2.2 hereof, on or after the date on which he or she has completed five or more years of Service.

SECTION 2 - PARTICIPATION

 2.1Commencement of Participation.  Such key executives of the Corporation and its Affiliated Employers as are designated by the CEO in writing and approved by the Committee, shall participate in the Plan as of a date determined by the Committee.

 2.2Termination of Participation.  A Member’s participation in the Plan shall terminate upon termination of his or her employment with the Company or any Affiliated Employer. Prior to termination of employment, a Member may be removed, upon written notice by the CEO, and as approved by the Committee, from further participation in the Plan. As of

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the date of termination or removal, no further benefits shall accrue to such individual hereunder.

SECTION 3 - AMOUNT AND FORM OF BENEFITS

 3.1Retirement Benefits.

(a)Eligibility.   Upon the Retirement of a Member or Vested Former Member from the Company or an Affiliated Employer, he or she shall be entitled to the Retirement Benefit described in Section 3.1(b) hereof, payable in the form specified in Section 3.3.

(b)Amount.  The Retirement Benefit of a Member or Vested Former Member shall be an annual benefit equal to the difference between (i) and the sum of (ii) and (iii), where:

(i)is 5% of his or her Average Final Compensation multiplied by the number of his or her years of Service not in excess of ten years, plus 2% of such Average Final Compensation multiplied by the number of his or her years of Service over ten but not in excess of 15 years;

(ii)is the Basic Plan Benefit payable to the Member or Vested Former Member as of the date of his or her Retirement expressed in the form of an annual life annuity, or, if the Basic Plan Benefit becomes payable after the Member’s or Vested Former Member’s date of Retirement, the Actuarial

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Equivalent Value of the Basic Plan Benefit payable in the form of an annual life annuity as of such date, regardless of whether such date precedes the earliest possible payment date under the terms of the Basic Plan; and

(iii)is the Other Retirement Income payable to the Member or Vested Former Member as of the date of his or her Retirement expressed in the form of an annual life annuity, or, if the Other Retirement Income becomes payable after the Member’s or Vested Former Member’s date of Retirement, the Actuarial Equivalent Value of the Other Retirement Income payable in the form of an annual life annuity as of such date, regardless of whether such date precedes the earliest possible payment date of the Other Retirement Income under the terms of the appropriate retirement arrangement.

 3.2Deferred Vested Benefit.

(a)Eligibility.  Each Member and Vested Former Member who has completed five or more years of Service and who has a Separation from Service prior to Retirement, for a reason other than Cause or death shall be entitled to the Deferred Vested Benefit described in Section 3.2(b) hereof, payable in the form specified in Section 3.3.

(b)Amount.  The Deferred Vested Benefit of a Member or Vested Former Member who has a Separation from Service and who meets the eligibility requirements of

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Section 3.2(a) shall be an annual benefit equal to the difference between (i) and the sum of (ii) and (iii), where:

(i)is 5% of his or her Average Final Compensation, multiplied by the number of his or her years of Service not in excess of ten years, plus 2% of such Average Final Compensation multiplied by the number of his or her years of Service over ten but not in excess of 15 years;

(ii)is the Basic Plan Benefit payable to the Member or Vested Former Member as of the date his or her Deferred Vested Benefit commences expressed in the form of an annual life annuity, or, if the Basic Plan Benefit becomes payable after the date that the Member’s or Vested Former Member’s Deferred Vested Benefit commences, the Actuarial Equivalent Value of the Basic Plan Benefit payable in the form of an annual life annuity as of such date, regardless of whether such date precedes the earliest possible payment date under the terms of the Basic Plan; and

(iii)is the Other Retirement Income payable to the Member or Vested Former Member as of the date his or her Deferred Vested Benefit commences expressed in the form of an annual life annuity, or, if the Other Retirement Income becomes payable after the date that the Member’s or Vested Former Member’s Deferred Vested Benefit commences, the Actuarial Equivalent Value of the Other Retirement Income payable in the form of

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an annual life annuity as of such date, regardless of whether such date precedes the earliest possible payment date of the Other Retirement Income under the terms of the appropriate retirement arrangement.

 3.3Time and Form of Payment.

(a)Any lump sum election made in accordance with the terms of the Plan in effect prior to January 1, 2005 shall continue to be effective with respect to a Retirement Benefit or Deferred Vested Benefit payable before January 1, 2009.  On and after January 1, 2009, the Retirement Benefit or Deferred Vested Benefit under this Plan, as the case may be, shall automatically be payable in a lump sum and, except as otherwise provided in Section 3.8, on the first day of the calendar month  next following the calendar month in which occurs the later of: (i) the Member’s or Vested Former Member’s attainment of age 55; or (ii) the Member’s or Vested Former Member’s Separation from Service.

(b)Anything in this Plan to the contrary notwithstanding, payment to any Specified Employee upon Separation from Service shall not be made before the date that is six months after the date of Separation from Service (or, if earlier, the date of death of such Specified Employee). Any payment due within such six-month period will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is

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the number of days by which such payment was delayed and the denominator of which is 365. The adjusted lump sum payment shall be made at the beginning of the seventh month following such Specified Employee’s Separation from Service.  The six-month delay in payment described herein shall not apply, however, to any payment made under the circumstances described in Section 3.3(c).

(c)The provisions of Sections 3.3(a) and (b) to the contrary notwithstanding, a payment to or on behalf of a Member or Vested Former Member shall be accelerated under each of the following circumstances:

(i)	if payment is required to be made to an individual other than the Member or Vested Former Member to fulfill a domestic relations order as defined in Section 414(p)(1)(B) of the Code;
(ii)	to the extent that payment is reasonably necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law as provided in Regulations Section 1.409A-3(j)(4)(iii); or
(iii)	if all or a portion of the Retirement Benefit or Deferred Vested Benefit payable to a Member, Vested Former Member or Surviving Spouse constitutes taxable income to such Member, Vested Former Member or Surviving Spouse for any taxable year that is prior to the taxable year in which such Retirement Benefit or Deferred Vested Benefit is to be paid to such Member, Vested Former Member or Surviving Spouse as a result of the Plan’s failure to comply with the requirements of Section 409A of

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the Code and the Regulations thereunder, the applicable Retirement Benefit or Deferred Vested Benefit shall be immediately paid to such Member, Vested Former Member or Surviving Spouse to the extent that such Retirement Benefit or Deferred Vested Benefit is required to be included in income. As provided in Section 7.8, the Company shall reimburse such Member, Vested Former Member or Surviving Spouse on a fully grossed-up and after-tax basis for any tax penalty or interest payable in connection with such income inclusion (so that the recipient of such reimbursement is held economically harmless).

(d)The provisions of Section 3.3(a) to the contrary notwithstanding, a payment to a Member or Vested Former Member (or his or her Surviving Spouse) may be delayed to a date after the designated benefit payment date if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Member or Vested Former Member (or his or her Surviving Spouse) and such delay is for reasons that are commercially reasonable, provided that payment is made as soon as payment is administratively practicable.  Any payment delayed pursuant to this Section 3.3(d) will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365.

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 3.4Lump Sum Calculation. The lump sum payment of a Member’s or a Vested Former Member’s Retirement Benefit or Deferred Vested Benefit shall equal the present value of such benefit, and such present value shall be determined:  (a) on the assumption that it is payable in the form of a fully subsidized joint and 50 percent survivor annuity if such Member or Vested Former Member is married; and (b) on the basis of (i) a discount rate equal to 85% of the average of the 15-year non-callable U.S. Treasury bond yields (or, in the event that 15-year non-callable U.S. Treasury bond yields are unavailable, such proxy for the same as the Plan Administrator may reasonably select) as of the close of business on the last business day of each of the three months immediately preceding the benefit payment date provided in Section 3.3(a), and (ii) the 1983 Group Annuity Mortality Table.

 3.5Nonpayment of Benefits.  Subject to Section 3.8 hereof, no benefits shall be paid to a Member, Vested Former Member or Surviving Spouse if the Member or Vested Former Member has:

(a)become a stockholder (unless such stock is listed on a national securities exchange or traded on a daily basis in the over-the-counter market and the Member’s or Vested Former Member’s ownership interest is not in excess of 2% of the company whose shares are being purchased), employee, officer, director or consultant of or to a company, or a member or an employee of or a consultant to a partnership or any other business or firm, which competes with any of the businesses identified in the Company’s Employee Protection Plan, or such

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Member or Vested Former Member accepts any form of compensation from such competing entity;

(b)been discharged from employment with the Company or any Affiliated Employer for Cause;

(c)failed to retain in confidence any and all confidential information concerning the Company or any Affiliated Employer and its respective business which was known or became known to the Member or Vested Former Member, except as otherwise required by law and except information (i) ascertainable or obtained from public information, (ii) received by the Member or Vested Former Member at any time after the Member’s or Vested Former Member’s employment by the Company or any Affiliated Employer terminated, from a third party not employed by or otherwise affiliated with the Company or any Affiliated Employer, or (iii) which was or became known to the public by any means other than a breach of this Section 3.5; or

(d)made disparaging comments about the Company or any Affiliated Employer in any communications, written or oral, with any individual, company, government body or agency or any other entity whatsoever.  For purposes hereof,  “disparage” shall mean any communication, including, but not limited to, any statements, actions or insinuations, made either directly or through a third party, that would tend to lessen the standing or stature of  the Company or any Affiliated Employer

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in the eyes of a customer, a prospective customer, a shareholder or a prospective shareholder.

 3.6Notification of Nonpayment of Benefits.  Subject to Section 3.8 hereof, in any case described in Section 3.5, the Member, Vested Former Member or Surviving Spouse shall be given prior written notice that no benefits will be paid to such Member, Vested Former Member or Surviving Spouse and shall be provided an opportunity to be heard prior to any such nonpayment of benefits.  Such written notice shall specify the particular act(s), or failures to act, and the basis on which the decision not to pay his or her benefits has been made.

 3.7Repayment of Benefits Paid as Lump Sum.

(a)Subject to Section 3.8 hereof, a Member or Vested Former Member who engages in any of the acts described in Section 3.5  shall, within 60 days after written notice by the Company, repay to the Company the amount described in Section 3.7(b).

(b)The amount described in this Section shall equal the amount of the Member’s or Vested Former Member’s lump sum benefit paid under this Plan to which such Member or Vested Former Member would not have been entitled, if such lump sum benefit had instead been payable in the form of an annual life annuity under this Plan and such annuity payments were subject to the provisions of Section 3.5.

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 3.8Change in Control.

(a)Anything in this Plan to the contrary notwithstanding:

(i)Any Member, whose employment with the Company or an Affiliated Employer is involuntarily terminated by the Company or an Affiliated Employer at or within two years following a Change in Control for a reason other than Cause or whose employment is voluntarily terminated by the Member with Good Reason at or within two years following a Change in Control shall be deemed to have completed five years of Service for purposes of Section 3.2(a) hereof and shall be credited with three additional years of Service for purposes of calculating the benefits payable under Sections 3.1(b) or 3.2(b) hereof, as the case may be.  Notwithstanding the provisions of Section 3.3(a) of this Plan to the contrary, payment of the Actuarial Equivalent Value of such benefits shall be made at the time and in the form provided in Section 3.3 provided that with respect to Deferred Vested Benefits, the time of payment shall be determined without regard to whether the Member has attained age 55 and, provided further, that the Actuarial Equivalent Value of such benefits shall be determined on the assumption that unreduced benefits are payable upon the Member’s attainment of age 55 and, for this purpose, by crediting such Member with three additional years of age.  Moreover, the interest and mortality factors specified in Section 3.4 shall apply for purposes of calculating the lump sum payment of such benefits.  In

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addition, in the event that a Member’s Service shall have been limited pursuant to Section 1.34(c) to disregard Service prior to such Member’s participation in the Plan, such limitation shall be eliminated in the event of such Member’s termination of employment at or within two years following a Change in Control as provided above in this subsection (i).

(ii)In the event of a Potential Change in Control or Change in Control, the Company shall, not later than 15 days thereafter, have established one or more so-called “rabbi” trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential benefits payable under the Plan at or following a Change in Control; provided, however, that no such deposit shall be made if it would cause a violation of  the funding limitations of Section 409A(b)(3) of the Code.  Such rabbi trust(s) shall be irrevocable and shall provide that the Company may not, directly or indirectly, use or recover any assets of the trust(s) until such time as all obligations which potentially could arise hereunder have been settled and paid in full, subject only to the claims of creditors of the Company in the event of insolvency or bankruptcy of the Company; provided, however, that if no Change in Control has occurred within two years after such Potential Change in Control, such rabbi trust(s) shall at the end of such two-year period become revocable and may thereafter be revoked by the Company.

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(iii)The provisions of Sections 3.5 through 3.7 shall be of no force or effect with respect to Members who Retire or who have a Separation from Service for the reasons described in Section 3.8(a)(i) within a two-year period following a Change in Control.

SECTION 4 - DISABILITY BENEFITS

 4.1Disability Benefits.

(a)Eligibility.A Member who has become Disabled shall be entitled to the Disability Benefit described in Section 4.1(b).

(b)Amount.The Disability Benefit of a Member entitled thereto shall be an annual benefit payable in monthly installments under this Plan during the same period as disability benefits are actually paid by the Basic Disability Plan, in an amount equal to 60% of the Member’s Covered Earnings, offset by the Member’s (i) Basic Disability Plan Benefit, (ii) Basic Plan Benefit, if the Basic Disability Plan Benefit is offset by such Basic Plan Benefit, and (iii) Other Disability Income.

SECTION 5 - SURVIVING SPOUSE’S BENEFITS

 5.1Death Prior to Benefit Payment.  Upon the death of a Member or Vested Former Member, prior to the payment of his or her Retirement Benefit or Deferred Vested Benefit hereunder, any such Member shall be deemed to have completed five years of Service for purposes of Section 3.2(a) and his or her Surviving Spouse will be entitled to

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a Surviving Spouse’s Benefit under this Plan equal to 50% of the Retirement or Deferred Vested Benefit that would have been provided from the Plan had the Member or Vested Member retired from or terminated employment with the Company or an Affiliated Employer without Cause on the date of death and received payment on the later of the date the Member would have attained age 55 or the date of the Member’s death.

 5.2Death On or After Benefit Payment.  No benefit shall be payable under this Section 5 to the extent a Retirement Benefit or Deferred Vested Benefit was previously paid to a Member or Vested Former Member.

 5.3Payment of Surviving Spouse’s Benefit.  The Surviving Spouse’s Benefit provided under Section 5.1 will be payable in a lump sum.  The amount of such lump sum payment shall be determined using the actuarial assumptions set forth in Section 3.4 applicable to such spouse.  The lump sum shall be paid on the first day of the calendar month next following the calendar month in which the Member’s or Vested Former Member’s death occurred.

 5.4Reduction.  Notwithstanding the foregoing provisions of this Section 5, the amount of a Surviving Spouse’s Benefit shall be reduced by one percentage point for each year (where a half year or more is treated as a full year) in excess of ten years that the age of the Member or Vested Former Member exceeds the age of the Surviving Spouse.

SECTION 6 - PLAN ADMINISTRATOR

 6.1Duties and Authority.  The Plan Administrator shall be responsible for the administration of the Plan and may delegate to any management committee, employee, director or agent

28

its responsibility to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion; provided, that such delegation shall be subject to revocation at any time at the Plan Administrator’s discretion.  The Plan Administrator shall have the sole discretion to determine all questions arising in connection with the Plan, to interpret the provisions of the Plan and to construe all of its terms, to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable.  All such actions of the Plan Administrator shall be conclusive and binding upon all Members, Former Members, Vested Former Members, Surviving Spouses and other persons.

 6.2Presentation of Claims.  Claims for benefits shall be filed in writing with the Plan Administrator.  Written or electronic notice of the disposition of a claim shall be furnished to the claimant within 90 days after the claim is filed (or within 180 days if special circumstances require an extension of time for processing the claim and if notice of such extension and circumstances is provided to the claimant within the initial 90-day period.)

 6.3Claims Denial Notification.  If a claim is wholly or partially denied, the Plan Administrator shall furnish to the claimant a written notice setting forth in a manner calculated to be understood by the claimant:

(a)the specific reason(s) for denial;

29

(b)specific reference(s) to pertinent Plan provisions on which any denial is based;

(c)a description of any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary;

(d)an explanation of the Plan’s claims review procedures and the applicable time limits for such procedures; and

(e)a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

 6.4Claims Review Procedure.  Upon a denial, the claimant is entitled (either in person or by his duly authorized representative) to:

(a)request a subsequent review of the claim by the Plan Administrator upon written application for review made to the Plan Administrator.  In the case of a denial as to which written notice of denial has been given to the claimant, any such request for review of the claim must be made within 60 days after receipt by the claimant of such notice.  A claimant must submit a written application for review before the claimant is permitted to bring a civil action for benefits;

(b)review pertinent documents relating to the denial; and

30

(c)submit written comments, documents, records and other information relating to the claim.

 6.5Timing.  The Plan Administrator shall make its decision and notify the claimant with respect to a claim not later than 60 days after receipt of the request.  Such 60-day period may be extended for another period of 60 days if the Plan Administrator finds that special circumstances require an extension of time for processing and notice of the extension and special circumstances is provided to the claimant within the initial 60-day period.

 6.6Final Decision.  The claim for review shall be given a full and fair review that takes into account all comments, documents, records and other information submitted that relates to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  The Plan Administrator shall provide the claimant with written or electronic notice of the decision in a manner calculated to be understood by the claimant.  The notice shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA, and a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim.  A document is relevant to the claim if it was relied upon in making the determination, was submitted, considered or generated in the course of making the determination or demonstrates that benefit determinations are made in accordance with the Plan and that Plan provisions have been applied consistently with respect to similarly situated claimants.

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 6.7Delayed Payments.  If the Plan Administrator shall approve the payment of a claim for benefits filed in accordance with the claims procedures set forth hereinabove, any payment delayed pending the resolution of such claim will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365.

SECTION 7- MISCELLANEOUS

 7.1Amendment; Suspension.  The Board may, in its sole discretion, suspend or amend this Plan at any time or from time to time, in whole or in part, and the Employee Benefits Committee of the Company may amend the Plan without the approval of the Board with respect to amendments that such Committee determines do not have a significant effect on the cost of the Plan; provided, however, that no such suspension or amendment of the Plan may (a) adversely affect a Member’s or Vested Former Member’s benefit under the Plan to which he or she has become entitled in accordance with the Plan as in effect on the date immediately preceding the date of such suspension or amendment, or (b) adversely affect a Member’s or Vested Former Member’s right or the right of a Surviving Spouse to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such suspension or amendment, or (c) cause any payment that a Member, Vested Former Member or Surviving Spouse is entitled to

32

receive under this Plan to become subject to an income tax penalty or interest payable under Section 409A of the Code.

 7.2Termination. This Plan may be terminated and lump sum distributions made to Members and Vested Former Members (or their Surviving Spouses) of their Retirement Benefits and Deferred Vested Benefits hereunder only in accordance with one of the following methods:

(a)within twelve months of a dissolution of the Company taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1(A), provided that Members’ or Vested Former Members’ Retirement Benefits or Deferred Vested Benefits are included in their gross incomes in the latest of :  (i) the calendar year in which the Plan termination and liquidation occurs; or (ii) the first calendar year in which the payment is administratively practicable;

(b)within the thirty days preceding or the twelve months following a change in control as defined in Regulations Section 1.409A-2(g)(4)(i), provided that all agreements, methods, programs, and other arrangements sponsored by the service recipient, as defined in Regulations Section 1.409A-1(g), immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Regulations Section 1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the change in control event, so that under the

33

terms of the termination and liquidation all such participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within twelve months of the date the service recipient irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements, provided that the service recipient with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation;

(c)(i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; (ii) all arrangements sponsored by the Company that would be aggregated with any terminated arrangement under Regulations Section 1.409A-1(c) if the same Member or Vested Former Member participated in all of the arrangements are terminated; (iii) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within twelve months of the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; (iv) all payments are made within twenty-four months of the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; and (v) the Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Regulations Section 1.409A-1(c) if the same Member or Vested Former Member participated in both arrangements, at any time

34

within three years following the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; or

(d)such other events and conditions as the Internal Revenue Service may prescribe.

Anything in this Section 7 to the contrary notwithstanding, no such termination of the Plan may (a) adversely affect a Member’s or Vested Former Member’s benefit under the Plan to which he or she has become entitled in accordance with the Plan as in effect on the date immediately preceding the date of such termination, or (b) adversely affect a Member’s or Vested Former Member’s right or the right of a Surviving Spouse to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such termination, or (c) cause any payment that a Member, Vested Former Member or Surviving Spouse is entitled to receive under this Plan to become subject to an income tax penalty or interest payable under Section 409A of the Code.

 7.3No Employment Rights.  Nothing contained herein will confer upon any Member, Former Member or Vested Former Member the right to be retained in the service of the Company or any Affiliated Employer, nor will it interfere with the right of the Company or any Affiliated Employer to discharge or otherwise deal with Members, Former Members or Vested Former Members with respect to matters of employment.

 7.4Unfunded Status.  Members and Vested Former Members shall have the status of general unsecured creditors of the Company, and this Plan constitutes a mere promise by the Company to make benefit payments at the time or times required hereunder. It is the

35

intention of the Company that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA and any trust created by the Company and any assets held by such trust to assist the Company in meeting its obligations under the Plan shall meet the requirements necessary to retain such unfunded status.

 7.5Arbitration.  Any dispute or controversy arising under or in connection with the Plan shall be settled exclusively by arbitration in Fairfield, Connecticut in accordance with the rules of the American Arbitration Association in effect at the time of such arbitration. The Company shall promptly pay or reimburse on a fully grossed-up and after-tax basis (so that the recipient of such reimbursement is held economically harmless) all reasonable costs and expenses (including fees and disbursements of counsel and pension experts) incurred by a Member, Vested Former Member, Former Member or Surviving Spouse to assert rights under this Plan, for so long as such rights may exist, or in any proceeding in connection therewith brought by a Member, Vested Former Member, Former Member or Surviving Spouse, whether or not such Member, Vested Former Member, Former Member or Surviving Spouse is ultimately successful in enforcing such rights or in such proceeding; provided, however, that no reimbursement shall be owed with respect to expenses relating to any unsuccessful assertion of rights or proceeding if and to the extent that such assertion or proceeding was initiated or maintained in bad faith or was frivolous as determined by the arbitrators or a court having jurisdiction over the matter.  The amount of expense eligible for reimbursement in any one taxable year of the Member, Vested Former Member, Former Member or Surviving Spouse shall not affect the amount of expense eligible for reimbursement in any other taxable year of the Member, Vested Former Member, Former Member or Surviving Spouse.  The

36

reimbursement of expenses shall be made each calendar quarter and not later than the last day of the taxable year of the Member, Vested Former Member, Former Member or Surviving Spouse in which the expense was incurred.  The right to reimbursement of any expense under this Section 7.5 shall not be subject to liquidation or exchange for another benefit.

 7.6No Alienation.  Except as otherwise provided in Section 3.3(c)(i), a Member’s or Vested Former Member’s right to benefit payments under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of such Member or Vested Former Member or his or her Surviving Spouse.

 7.7Withholding.  The Company may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations.

 7.8Governing Law.  The Plan shall be governed by and construed in accordance with the laws of the State of Connecticut applicable to contracts made and to be performed in such state to the extent not preempted by federal law. Anything in this Plan to the contrary notwithstanding, the terms of this Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder so as not to subject any Member, Vested Former Member or Surviving Spouse to the payment of any tax penalty or interest which may be imposed by Section 409A of the Code and the Company shall have no right to accelerate or make any payment under this Plan except to the extent such action would not subject any Member, Vested Former

37

Member or Surviving Spouse to the payment of any tax penalty or interest under Section 409A of the Code.  If a Member, Vested Former Member or Surviving Spouse becomes subject to any tax penalty or interest under Section 409A of the Code by reason of his or her participation in this Plan, the Company shall reimburse such Member, Vested Former Member or Surviving Spouse, as the case may be, on a fully grossed-up and after-tax basis for any such tax penalty or interest (so that the recipient of such reimbursement is held economically harmless) ten business days prior to the date such tax penalty or interest is due and payable by such Member, Vested Former Member or Surviving Spouse to the government.

 7.9Successors.  The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform the obligations of the Company under this Plan in the same manner and to the same extent that the Company would have been required to perform such obligations if no such succession had taken place and such assumption shall be an express condition to the consummation of any such purchase, merger, consolidation or other transaction.

 7.10Integration.  In the event of any conflict or ambiguity between this Plan and the terms of any employment agreement between a Member and the Company or any Change in Control Agreement between a Member and the Company (this Plan and any such employment agreement or Change in Control Agreement being collectively referred to herein as the “arrangements”), such conflict or ambiguity shall be resolved in accordance with the terms of that arrangement which are most beneficial to the Member; provided,

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however, that no such resolution of any such conflict or ambiguity shall operate to cause the Member to receive duplicate payments or benefits under the arrangements.

IMS Health Incorporated

By:

Senior Vice President, Human Resources,
on behalf of the IMS Health Incorporated
Employee Benefits Committee

Date:

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EX-10.4

Exhibit 10.4

IMS HEALTH INCORPORATED

EXECUTIVE PENSION PLAN

As Amended and Restated Effective as of January 1, 2005

TABLE OF CONTENTS

			Page
INTRODUCTION			1
SECTION 1		- DEFINITIONS	1
	1.1	“Actuarial Equivalent Value”	1
	1.2	“Affiliated Employer”	1
	1.3	“Average Final Compensation”	2
	1.4	“Basic Disability Plan”	2
	1.5	“Basic Disability Plan Benefit”	2
	1.6	“Basic Plan”	2
	1.7	“Basic Plan Benefit”	2
	1.8	“Board”	3
	1.9	“Cause”	3
	1.10	“CEO”	4
	1.11	“Change in Control”	4
	1.12	“Change in Control Agreement”	6
	1.13	“Code”	7
	1.14	“Committee”	7
	1.15	“Company”	7
	1.16	“Compensation”	7
	1.17	“Covered Earnings”	7
	1.18	“Deferred Vested Benefit”	8
	1.19	“Disability” or “Disabled”	8
	1.20	“Disability Benefits”	8
	1.21	“Effective Date”	8
	1.22	“Former Member”	8
	1.23	“Good Reason”	8
	1.24	“Member”	10
	1.25	“Other Disability Income”	11
	1.26	“Other Retirement Income”	11
	1.27	“Plan”	11
	1.28	“Plan Administrator”	11

i

			Page
	1.29	“Potential Change in Control”	12
	1.30	“Regulations”	12
	1.31	“Retirement”	12
	1.32	“Retirement Benefits”	13
	1.33	“Separation from Service”	13
	1.34	“Service”	13
	1.35	“Specified Employee”	14
	1.36	“Surviving Spouse”	15
	1.37	“Surviving Spouse’s Benefits”	15
	1.38	“Vested Former Member”	15
SECTION 2		- PARTICIPATION	15
	2.1	Commencement of Participation	15
	2.2	Termination of Participation	16
SECTION 3		- AMOUNT AND FORM OF BENEFITS	16
	3.1	Retirement Benefits	16
	3.2	Deferred Vested Benefit	17
	3.3	Time and Form of Payment	19
	3.4	Lump Sum Calculation	25
	3.5	Nonpayment of Benefits	25
	3.6	Notification of Nonpayment of Benefits	27
	3.7	Repayment of Benefits Paid as Lump Sum	27
	3.8	Change in Control	28
SECTION 4		- DISABILITY BENEFITS	30
	4.1	Eligibility	30
	4.2	Amount	30
SECTION 5		- SURVIVING SPOUSE’S BENEFITS	30
	5.1	Death Prior to Benefit Payment	30
	5.2	Death On or After Benefit Payment	31
	5.3	Payment of Surviving Spouse’s Benefit	31

ii

			Page
	5.4	Reduction	31
SECTION 6		- PLAN ADMINISTRATOR	31
	6.1	Duties and Authority	31
	6.2	Presentation of Claims	32
	6.3	Claims Denial Notification	32
	6.4	Claims Review Procedure	33
	6.5	Timing	34
	6.6	Final Decision	34
	6.7	Delayed Payments	35
SECTION 7		- MISCELLANEOUS	35
	7.1	Amendment; Suspension	35
	7.2	Termination	36
	7.3	No Employment Rights	38
	7.4	Unfunded Status	39
	7.5	Arbitration	39
	7.6	No Alienation	40
	7.7	Withholding	40
	7.8	Governing Law	40
	7.9	Successors	41
	7.10	Integration	42

iii

IMS HEALTH INCORPORATED

EXECUTIVE PENSION PLAN

As Amended and Restated Effective as of January 1, 2005

INTRODUCTION

Effective as of April 17, 2001, the IMS Health Incorporated Executive Pension Plan (the “Plan”) was established to provide a means of ensuring the payment of a competitive level of retirement income and disability and survivor benefits, and thereby attract, retain and motivate a select group of executives of IMS Health Incorporated and its affiliated employers. This document represents a complete restatement of the Plan effective as of January 1, 2005.  The provisions of this amendment and restatement of the Plan shall apply to Members of the Plan who have not retired or terminated employment with the Company as of January 1, 2005.  The rights to benefits, if any, of any Former Member or Vested Former Member who retired or otherwise terminated employment before January 1, 2005, together with the amount of such benefits, shall continue to be governed by the provisions of the Plan in effect as of the date of such retirement or termination of employment.

SECTION 1- DEFINITIONS

1.1“Actuarial Equivalent Value” shall mean a benefit of equivalent value computed on the basis of the mortality table and interest rate used to calculate accrued benefits under the Basic Plan unless otherwise specifically provided in this Plan.

1.2“Affiliated Employer” shall mean an entity affiliated with the Company.

1.3“Average Final Compensation” shall mean a Member’s average annual Compensation during the five consecutive 12-month periods in the last ten consecutive 12-month periods of his or her Service (or during the total number of consecutive 12-month periods if fewer than five), immediately prior to the month following the earlier of:  (a) the Member’s termination of employment with the Company or an Affiliated Employer, (b) the Member’s removal from participation under this Plan, or (c) the commencement of benefits to the Member under the Basic Disability Plan, affording the highest such Average Final Compensation.

1.4“Basic Disability Plan” shall mean as to any Member the long-term disability plan of the Company or an Affiliated Employer pursuant to which long-term disability benefits are payable to such Member.

1.5“Basic Disability Plan Benefit” shall mean the amount of benefits payable to a Member from the Basic Disability Plan.

1.6“Basic Plan” shall mean as to any Member or Vested Former Member the defined benefit pension plan of the Company or an Affiliated Employer intended to meet the requirements of Code Section 401(a) pursuant to which retirement benefits are payable to such Member or Vested Former Member or to the Surviving Spouse or designated beneficiary of a deceased Member or Vested Former Member.

1.7“Basic Plan Benefit” shall mean the amount of benefits payable from the Basic Plan to a Member or Vested Former Member.

2

1.8“Board” shall mean the Board of Directors of IMS Health Incorporated, except that any action authorized to be taken by the Board hereunder may also be taken by a duly authorized committee of the Board or its duly authorized delegees.

1.9“Cause”.  A Member shall not be deemed to have been terminated for “Cause” under this Plan unless such Member shall have been terminated for “Cause” under the terms of such Member’s employment agreement or Change in Control Agreement with the Company, if any.  If no such employment agreement or Change in Control Agreement containing a definition of “Cause” shall be in effect, for purposes of this Plan “Cause” shall mean a Member’s:

(a)willful and continued failure to substantially perform his or her duties (other than any such failure resulting from incapacity due to physical or mental illness or Disability or any failure after the issuance of a notice of termination by the Member for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of the Company and/or its Affiliated Employers, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to the Member by the Board, which demand specifically identifies the manner in which the Board believes that the Member has not substantially performed his or her duties; or

(b)the willful engaging by the Member in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.

3

No act, or failure to act, on the part of the Member shall be deemed “willful” unless done, or omitted to be done, by the Member not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.  Notwithstanding the foregoing, the Member shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Member a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to the Member and an opportunity for the Member, together with the Member’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Member was guilty of conduct set forth above in this definition and specifying the particulars thereof in detail.

1.10“CEO” shall mean the Chief Executive Officer of the Company.

1.11“Change in Control”.  If a “Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s or Vested Former Member’s Change in Control Agreement or employment agreement with the Company, if any, then a “Change in Control” shall be deemed to have occurred under this Plan.   Otherwise a “Change in Control” shall be deemed to have occurred if:

(a)any “Person” as such term is used for purposes of  Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities

4

under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), becomes the “Beneficial Owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities;

(b)during any period of 24 months (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board, and any new director (other than (i) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 1.11(a), (c), or (d) hereof, (ii) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control, or (iii) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s securities) whose election by the Board or nomination for election by the Company’s stockholders was approved in advance by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period

5

or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(c)any transaction (or series of transactions) is consummated under which the Company is merged or consolidated with any other company, other than a merger or consolidation (i) which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66 2/3% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, and (ii) after which no Person holds 20% or more of the combined voting power of the then outstanding securities of the Company or such surviving entity;

(d)a sale or disposition by the Company of all or substantially all of the Company’s assets is consummated or the stockholders of the Company approve a plan of complete liquidation of the Company; or

(e)the Board adopts a resolution to the effect that, for purposes of this Plan, a Change in Control has occurred.

1.12“Change in Control Agreement” shall mean any written agreement in effect between any Member or Former Member or Vested Former Member and the Company or an Affiliated Employer pursuant to which benefits may be payable to

6

such Member or Former Member or Vested Former Member in connection with a Change in Control.

1.13“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.14“Committee” shall mean the Human Resources Committee of the Board (the Compensation and Benefits Committee before January 1, 2007) or any successor thereto.

1.15“Company” shall mean IMS Health Incorporated.

1.16“Compensation” shall mean base salary, annual bonuses, commissions, overtime and shift pay, in each case prior to reductions for elective contributions under Sections 401(k), 125 and 132(f)(4) of the Code and deferred compensation under any nonqualified deferred compensation plan.  Notwithstanding the foregoing, Compensation shall exclude severance pay (including, without limitation, severance pay under the Company’s Employee Protection Plan), stay-on bonuses, long-term bonuses, retirement income, change-in-control payments, contingent payments, amounts paid under this Plan or any other retirement plan or deferred compensation plan, income derived from stock options, stock appreciation rights and other equity-based compensation and other forms of special remuneration.

1.17“Covered Earnings” shall mean a Member’s Compensation in the 12 months immediately preceding the onset of the Member’s Disability.

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1.18“Deferred Vested Benefit” shall mean the benefits described in Section 3.2(b) hereof.

1.19“Disability” or “Disabled” shall mean that the Member has been determined to be disabled in accordance with the Basic Disability Plan by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and the Member has received at least three months of benefits under the Company’s short-term disability plan and/or the Basic Disability Plan.

1.20“Disability Benefits” shall mean the benefits provided as described in Section 4.2 hereof.

1.21“Effective Date” shall mean April 17, 2001. The effective date of this amendment and restatement of the Plan shall mean January 1, 2005.

1.22“Former Member” shall mean (a) a Member whose employment with the Company or an Affiliated Employer terminates before he or she has completed five or more years of Service, or (b) a Member who was removed from participation in the Plan, in accordance with Section 2.2 hereof, before he or she has completed five or more years of Service.

1.23“Good Reason”.  If a Member shall have terminated employment for “Good Reason” under the terms of such Member’s Change in Control Agreement or employment agreement with the Company, if any, then such Member shall be deemed to have terminated employment for “Good Reason” under this Plan.  Otherwise “Good Reason” shall mean, without the Member’s express written

8

consent, the occurrence of any of the following circumstances unless, such circumstances are fully corrected prior to the date of termination specified in the notice of termination given in respect thereof:

(a)the assignment to the Member of any duties inconsistent with the Member’s position in the Company, or an adverse alteration in the nature or status of the Member’s responsibilities or the conditions of the Member’s employment;

(b)a reduction by the Company in the Member’s annual base salary, target bonus or perquisites except for across-the-board perquisite reductions similarly affecting all senior executives of the Company and all senior executives of any Person, as such term is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, in control of the Company;

(c)the relocation of the principal place of the Member’s employment to a location more than 50 miles from the location of such place of employment; for this purpose, required travel on the Company’s business will not constitute a relocation so long as the extent of such travel is substantially consistent with the Member’s customary business travel obligations;

(d)the failure by the Company to pay to the Member any portion of the Member’s compensation or to pay to the Member any portion of an installment of deferred compensation under any deferred compensation

9

program of the Company within seven days of the date such compensation is due;

(e)the failure by the Company to continue in effect any material compensation or benefit plan in which the Member participated 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 to continue the Member’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 Member’s participation relative to other participants;

(f)the failure of the Company to obtain a satisfactory agreement from any successor to the Company to fully assume the Company’s obligations and to perform under this Plan, as contemplated in Section 7.9 hereof;

(g)with respect to any Member who is a party to an employment agreement or a Change in Control Agreement, any purported termination of such Member’s employment that is not effected pursuant to the notice provisions, if any, in such Member’s employment agreement or Change in Control Agreement.

1.24 “Member” shall mean an employee of the Company or an Affiliated Employer who becomes a participant in the Plan pursuant to Section 2, but excludes any Former Member or Vested Former Member.

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1.25“Other Disability Income” shall mean (a) the disability insurance benefit that the Member is entitled to receive under the Federal Social Security Act while he or she is receiving the Basic Disability Plan Benefit and (b) the disability income payable to a Member from any supplemental executive disability plan of the Company or any Affiliated Employer or from any other contract, agreement or other arrangement with the Company or an Affiliated Employer (excluding any Basic Disability Plan).

1.26“Other Retirement Income” shall mean the retirement income payable to a Member or Vested Former Member from any ‘excess benefit plan’ as that term is defined in Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any plan described in Section 201(2) of ERISA, and any other contract, agreement or other arrangement providing a defined pension benefit or defined contribution retirement benefit, in any case, maintained or entered into with the Company or an Affiliated Employer (excluding this Plan, any Basic Plan, any defined contribution plan intended to meet the requirements of Code Section 401(a) and any elective plan of deferred compensation).

1.27“Plan” shall mean this IMS Health Incorporated Executive Pension Plan, as embodied herein, and any amendments thereto.

1.28“Plan Administrator” shall mean the Company, except that any action authorized to be taken by the Plan Administrator hereunder may also be taken by any committee or person(s) duly authorized by the Board or the duly authorized delegate of such duly authorized committee or person(s).

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1.29“Potential Change in Control”.  If a “Potential Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s Change in Control Agreement or employment agreement with the Company, if any, then a “Potential Change in Control” shall be deemed to have occurred under this Plan.  Otherwise a “Potential Change in Control” shall be deemed to have occurred if:

(a)the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(b)any Person (including the Company), as defined in Section 1.11(a) hereof, publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

(c)the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred

1.30“Regulations”  shall mean proposed and final Treasury Regulations, as the same may be amended from time to time.

1.31 “Retirement” shall mean the Separation from Service of a Member or Vested Former Member with the Company or an Affiliated Employer other than by reason of death after attaining age 65 and completing five years of Service.  In determining whether age 65 has been attained under this definition, there shall be included as years of age the number of additional years credited as “age” for purposes of the Plan to the Member or Vested Former Member under this Plan, a

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then-effective employment agreement between the Company and such person, a then-effective Change in Control Agreement between the Company and such Person, or otherwise approved by the Committee.

1.32“Retirement Benefits” shall mean the benefits described in Section 3.1(b) hereof.

1.33“Separation from Service”  shall mean termination of employment with the Company and any Affiliated Employer.  Whether a Member or Vested Former Member has had a Separation from Service shall be determined by the Plan Administrator on the basis of all relevant facts and circumstances and with reference to Regulations Section 1.409A-1(h).

1.34“Service” shall mean a Member’s service defined as Vesting Service in the Basic Plan, which is taken into account for vesting purposes thereunder, except that (a) Service will also include that period of time during which the Member is receiving benefits under the Basic Disability Plan until Retirement Benefits or Deferred Vested Benefits, as the case may be, are paid to such Member; provided, however, that if a Member who is receiving benefits under the Basic Disability Plan has a Separation from Service that is initiated by the Company for any reason other than Cause, such Member shall receive service credit for purposes of calculating such Member’s Retirement Benefits or Deferred Vested Benefits, as the case may be, for the maximum period of time during which such Member is eligible to receive benefits under the Basic Disability Plan; (b) if a Member was employed by a company acquired by the Company or an Affiliated Employer after the Effective Date, such Member’s service with that company prior to the

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date of acquisition will not constitute Service hereunder unless otherwise approved by the Committee; (c) upon commencement of participation hereunder in accordance with Section 2.1 hereof, the Committee may limit any service that would otherwise constitute Service hereunder with respect to periods prior to the date of participation in the Plan; (d) no service of a Former Member or Vested Former Member during any period after removal from participation under Section 2.2 shall constitute Service for purposes of the Plan; and (e) service prior to the date an individual becomes a Member shall initially not be counted for purposes of determining the amount of the Member’s Retirement Benefit pursuant to Section 3.1(b)(i) or the Member’s Deferred Vested Benefit pursuant to Section 3.2(b)(i), but for such purposes shall be deemed to accrue at the rate of 20% of such prior service for each year of Service completed after such individual becomes a Member until 100% accrued.  The foregoing notwithstanding, there shall be included as Service for all purposes under the Plan the number of additional years (or other additional period) credited as “service” for purposes of the Plan to the Member or Former Member or Vested Former Member under this Plan, an employment agreement between the Company or an Affiliated Employer and such person or a Change in Control Agreement in effect at the time of such person’s termination of employment, or otherwise approved by the Committee.

1.35“Specified Employee”  shall mean an employee who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified

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Employee for the twelve-month period beginning on the first day of the fourth month immediately following the end of such calendar year.

1.36“Surviving Spouse” shall mean the spouse of a deceased Member or Vested Former Member to whom such Member or Vested Former Member is married under applicable state law immediately preceding such Member or Vested Former Member’s death.

1.37“Surviving Spouse’s Benefits” shall mean the benefits described in Section 5 hereof.

1.38“Vested Former Member” shall mean (a) a Member whose employment with the Company or an Affiliated Employer terminates on or after the date on which he or she has completed five or more years of Service, or (b) a Member who was removed from participation in the Plan, in accordance with Section 2.2 hereof, on or after the date on which he or she has completed five or more years of Service.

SECTION 2- PARTICIPATION

2.1Commencement of Participation.  Such key executives of the Company and its Affiliated Employers as are designated by the CEO in writing and approved by the Committee shall participate in the Plan as of a date determined by the Committee.

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2.2Termination of Participation.  A Member’s participation in the Plan shall terminate upon termination of his or her employment with the Company or any Affiliated Employer. Prior to termination of employment, a Member may be removed, upon written notice by the CEO, and as approved by the Committee from further participation in the Plan.  As of the date of termination or removal, no further benefits shall accrue to such individual hereunder.

SECTION 3 - AMOUNT AND FORM OF BENEFITS

3.1Retirement Benefits.

(a)	Eligibility. Upon the Retirement of a Member or Vested Former Member from the Company or an Affiliated Employer, he or she shall be entitled to the Retirement Benefit described in Section 3.1(b) hereof, payable in the form specified in Section 3.3.
(b)	Amount. The Retirement Benefit of a Member or Vested Former Member shall be an annual benefit equal to the difference between (i) and the sum of (ii) and (iii) where:
	(i)	is 2.5% of his or her Average Final Compensation multiplied by the number of his or her years of Service not in excess of fifteen years, plus 1.5% of such Average Final Compensation multiplied by the number of his or her years of Service over fifteen but not in excess of thirty years;

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(ii)is the Basic Plan Benefit payable to the Member or Vested Former Member as of the date of his or her Retirement expressed in the form of an annual life annuity, or, if the Basic Plan Benefit becomes payable after the Member’s or Vested Former Member’s date of Retirement, the Actuarial Equivalent Value of the Basic Plan Benefit payable in the form of an annual life annuity as of such date, regardless of whether such date precedes the earliest possible payment date under the terms of the Basic Plan; and

(iii)is the Other Retirement Income payable to the Member or Vested Former Member as of the date of his or her Retirement expressed in the form of an annual life annuity, or, if the Other Retirement Income becomes payable after the Member’s or Vested Former Member’s date of Retirement, the Actuarial Equivalent Value of the Other Retirement Income payable in the form of an annual life annuity as of such date, regardless of whether such date precedes the earliest possible payment date of the Other Retirement Income under the terms of the appropriate retirement arrangement.

3.2Deferred Vested Benefit.

(a)Eligibility.  Each Member and Vested Former Member who has completed five or more years of Service and who has a Separation from Service prior to Retirement, for a reason other than Cause or death shall be entitled to

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the Deferred Vested Benefit described in Section 3.2(b) hereof, payable in the form specified in Section 3.3.

(b)Amount.  The Deferred Vested Benefit of a Member or Vested Former Member who has a Separation from Service and who meets the eligibility requirements of Section 3.2(a) shall be an annual benefit equal to the difference between (i) and the sum of (ii) and (iii), where:

(i)is 2.5% of his or her Average Final Compensation, multiplied by the number of his or her years of Service not in excess of fifteen, plus 1.5% of such Average Final Compensation multiplied by the number of his or her years of Service over fifteen, but not in excess of thirty years;

(ii)is the Basic Plan Benefit payable to the Member or Vested Former Member as of the date his or her Deferred Vested Benefit commences expressed in the form of an annual life annuity, or, if the Basic Plan Benefit becomes payable after the date that the Member’s or Vested Former Member’s Deferred Vested Benefit commences, the Actuarial Equivalent Value of the Basic Plan Benefit payable in the form of an annual life annuity as of such date, regardless of whether such date precedes the earliest possible payment date under the terms of the Basic Plan; and

(iii)is the Other Retirement Income payable to the Member or Vested Former Member as of the date his or her Deferred Vested Benefit

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commences expressed in the form of an annual life annuity, or, if the Other Retirement Income becomes payable after the date that the Member’s or Vested Former Member’s Deferred Vested Benefit commences, the Actuarial Equivalent Value of the Other Retirement Income payable in the form of an annual life annuity as of such date, regardless of whether such date precedes the earliest possible payment date of the Other Retirement Income under the terms of the appropriate retirement arrangement.

3.3Time and Form of Payment.

(a)As provided by the terms of the Plan since its Effective Date, a lump sum election made in accordance with the terms of any plan maintained by the Company described in Section 201(2) of ERISA, including without limitation, the IMS Health Incorporated U.S. Executive Retirement Plan, shall be effective with respect to this Plan. Any lump sum election made in accordance with the terms of the Plan in effect prior to January 1, 2005 shall continue to be effective with respect to a Retirement Benefit or Deferred Vested Benefit payable before January 1, 2009.  On and after January 1, 2009, the Retirement Benefit or Deferred Vested Benefit under this Plan, as the case may be, shall automatically be payable in a lump sum and, except as otherwise provided in Section 3.8, on the first day of the calendar month next following the calendar month in which occurs the later of:  (i) the date the Member or Vested Former Member attains age 55;

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or (ii) the Member’s or Vested Former Member’s Separation from Service.

(1)Anything in this Plan to the contrary notwithstanding, the Deferred Vested Benefit payable to a Member or Vested Former Member whose Separation from Service occurs prior to having attained age 55 shall be the Actuarial Equivalent Value of the Deferred Vested Benefit otherwise payable upon such Member’s or Vested Former Member’s attainment of age 65, reduced for commencement on the date of such  Member’s or Vested Former Member’s attainment of age 55.

(2)Anything in this Plan to the contrary notwithstanding, the Deferred Vested Benefit payable to a Member or Vested Former Member whose Separation from Service occurs by reason of termination of employment by the Company without Cause before such Member or Vested Former Member has attained age 55 or the Deferred Vested Benefit payable to a Member or Vested Former Member whose Separation from Service occurs by reason of termination of employment for Good Reason before such Member or Vested Former Member has attained age 55 shall, in each case,  be reduced by 20% if such Member or Vested Former Member had not completed ten years of Service as of the date of termination; otherwise, in each case, by 10% if such Member or Vested Former

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Member had completed ten years of Service as of the date of termination.

(3)Anything in this Plan to the contrary notwithstanding, the Deferred Vested Benefit payable to a Member or Vested Former Member whose Separation from Service occurs after such Member or Vested Former Member has attained age 55 but prior to such Member or Vested Former Member having completed 10 years of Service shall be reduced by 2% for each 12-month period that such Member’s or Vested Former Member’s Separation from Service precedes such Member’s or Vested Former Member’s attainment of age 65.

(4)Anything in this Plan to the contrary notwithstanding,  the Deferred Vested Benefit payable to a Member or Vested Former Member whose Separation from Service occurs after such Member or Vested Former Member has attained age 55 and completed 10 years of Service shall be reduced by 2% for each 12-month period that such Member’s or Vested Former Member’s Separation from Service precedes such Member’s or Vested Former Member’s attainment of age 60.  A Member or Vested Former Member whose Separation from Service occurs after such Member or Vested Former Member has attained age 60 and  completed 10 years of Service shall be paid 100% of such Member’s or Vested Former Member’s Deferred Vested Benefit.

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(5)Anything in this Plan to the contrary notwithstanding, a Member or Vested Former Member who is entitled to Disability Benefits under this Plan shall be paid 100% of such Member’s or Vested Former Member’s Deferred Vested Benefit at the time provided in Section 3.3(a).

(6)For purposes of calculating any Deferred Vested Benefit that is reduced in accordance with paragraphs (2), (3) or (4) of this Section 3.3(a), an interpolated percentage shall be used to calculate the percentage reduction in such Deferred Vested Benefit for any period of fewer than 12 months.

(b)Anything in this Plan to the contrary notwithstanding, payment to any Specified Employee upon Separation from Service shall not be made before the date that is six months after the date of Separation from Service (or, if earlier, the date of death of such Specified Employee). Any payment due within such six-month period will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365. The adjusted lump sum payment shall be made at the beginning of the seventh month following such Specified Employee’s

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Separation from Service.  The six-month delay in payment described herein shall not apply, however, to any payment made under the circumstances described in Section 3.3(c).

(c)The provisions of Sections 3.3(a) and (b) to the contrary notwithstanding, a payment to or on behalf of a Member or Vested Former Member shall be accelerated under each of the following circumstances:

(i)if payment is required to be made to an individual other than the Member or Vested Former Member to fulfill a domestic relations order as defined in Section 414(p)(1)(B) of the Code;

(ii)to the extent that payment is reasonably necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law as provided in Regulations Section 1.409A-3(j)(4)(iii); or

(iii)if all or a portion of the Retirement Benefit or Deferred Vested Benefit payable to a Member, Vested Former Member or Surviving Spouse constitutes taxable income to such Member, Vested Former Member or Surviving Spouse for any taxable year that is prior to the taxable year in which such Retirement Benefit or Deferred Vested Benefit is to be paid to such Member, Vested Former Member or Surviving Spouse as a result of the Plan’s failure to comply with the requirements of Section 409A of the

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Code and the Regulations thereunder, the applicable Retirement Benefit or Deferred Vested Benefit shall be immediately paid to such Member, Vested Former Member or Surviving Spouse to the extent that such Retirement Benefit or Deferred Vested Benefit is required to be included in income.  As provided in Section 7.8, the Company shall reimburse such Member, Vested Former Member or Surviving Spouse on a fully grossed-up and after-tax basis for any tax penalty or interest payable in connection with such income inclusion (so that the recipient of such reimbursement is held economically harmless).

(d)The provisions of Section 3.3(a) to the contrary notwithstanding, a payment to a Member or Vested Former Member (or his or her Surviving Spouse) may be delayed to a date after the designated benefit payment date if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Member or Vested Former Member (or his or her Surviving Spouse) and such delay is for reasons that are commercially reasonable, provided that payment is made as soon as payment is administratively practicable.  Any payment delayed pursuant to this Section 3.3(d) will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the

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number of days by which such payment was delayed and the denominator of which is 365.

3.4Lump Sum Calculation. The lump sum payment of a Member’s or a Vested Former Member’s Retirement Benefit or Deferred Vested Benefit shall equal the present value of such benefit, and such present value shall be determined:  (a) on the assumption that it is payable in the form of a fully subsidized joint and 50 percent survivor annuity if such Member or Vested Former Member is married; and (b) on the basis of (i) a discount rate equal to 85% of the average of the 15-year non-callable U.S. Treasury bond yields (or, in the event that 15-year non-callable U.S. Treasury bond yields are unavailable, such proxy for the same as the Plan Administrator may reasonably select) as of the close of business on the last business day of each of the three months immediately preceding the benefit payment date provided in Section 3.3(a), and (ii) the 1983 Group Annuity Mortality Table.

3.5Nonpayment of Benefits.  Subject to Section 3.8 hereof, no benefits shall be paid to a Member, Vested Former Member or Surviving Spouse if the Member or Vested Former Member has:

(a)become a stockholder (unless such stock is listed on a national securities exchange or traded on a daily basis in the over-the-counter market and the Member’s or Vested Former Member’s ownership interest is not in excess of 2% of the company whose shares are being purchased), employee, officer, director or consultant of or to a company, or a member or an

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employee of or a consultant to a partnership or any other business or firm, which competes with any of the businesses identified in the Company’s Employee Protection Plan, or such Member or Vested Former Member accepts any form of compensation from such competing entity;

(b)been discharged from employment with the Company or any Affiliated Employer for Cause;

(c) failed to retain in confidence any and all confidential information concerning the Company or any Affiliated Employer and its respective business which was known or became known to the Member or Vested Former Member, except as otherwise required by law and except information (i) ascertainable or obtained from public information, (ii) received by the Member or Vested Former Member at any time after the Member’s or Vested Former Member’s employment by the Company or any Affiliated Employer terminated, from a third party not employed by or otherwise affiliated with the Company or any Affiliated Employer, or (iii) which was or became known to the public by any means other than a breach of this Section 3.5; or

(d)made disparaging comments about the Company or any Affiliated Employer in any communications, written or oral, with any individual, company, government body or agency or any other entity whatsoever.  For purposes hereof,  “disparage” shall mean any communication, including, but not limited to, any statements, actions or insinuations, made either

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directly or through a third party, that would tend to lessen the standing or stature of  the Company or any Affiliated Employer in the eyes of a customer, a prospective customer, a shareholder or a prospective shareholder.

3.6Notification of Nonpayment of Benefits.  Subject to Section 3.8 hereof, in any case described in Section 3.5, the Member, Vested Former Member or Surviving Spouse shall be given prior written notice that no benefits will be paid to such Member, Vested Former Member or Surviving Spouse and shall be provided an opportunity to be heard prior to any such nonpayment of benefits.  Such written notice shall specify the particular act(s), or failures to act, and the basis on which the decision not to pay his or her benefits has been made.

3.7Repayment of Benefits Paid as Lump Sum.

(a)Subject to Section 3.8 hereof, a Member or Vested Former Member who engages in any of the acts described in Section 3.5 shall, within 60 days after written notice by the Company, repay to the Company the amount described in Section 3.7(b).

(b)The amount described in this Section shall equal the amount of the Member’s or Vested Former Member’s lump sum benefit paid under this Plan to which such Member or Vested Former Member would not have been entitled, if such lump sum benefit had instead been payable in the form of an annual life annuity under this Plan and such annuity payments were subject to the provisions of Section 3.5.

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3.8Change in Control.

(a)Anything in this Plan to the contrary notwithstanding:

(i)Any Member, whose employment with the Company or an Affiliated Employer is involuntarily terminated by the Company or an Affiliated Employer at or within two years following a Change in Control for a reason other than Cause or whose employment is voluntarily terminated by the Member with Good Reason at or within two years following a Change in Control shall be deemed to have completed five years of Service for purposes of Section 3.2(a) hereof and shall be credited with three additional years of Service for purposes of calculating the benefits payable under Sections 3.1(b) or 3.2(b) hereof and, notwithstanding the provisions of Section 3.3 of this Plan, any reductions in the benefits payable under Sections 3.1(b) or 3.2(b) otherwise applicable under Sections 3.3 (a) (1), (2), (3) or (4) shall not apply.  Payment of such benefits shall be made at the time and in the form provided in Section 3.3, provided that with respect to Deferred Vested Benefits, the time of payment shall be determined without regard to whether the Member has attained age 55.  Moreover, the interest and mortality factors specified in Section 3.4 shall apply for purposes of calculating the lump sum payment of such benefits. In addition, in the event that a Member’s Service shall have been limited pursuant to Section 1.34(c) to disregard all or any portion of service prior to

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such Member’s participation in the Plan, such limitation shall be eliminated in the event of such Member’s termination of employment at or within two years following a Change in Control as provided above in this subsection (i).

(ii)In the event of a Potential Change in Control or Change in Control, the Company shall, not later than 15 days thereafter, have established one or more so-called “rabbi” trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential benefits payable under the Plan at or following a Change in Control; provided, however, that no such deposit shall be made if it would cause a violation of  the funding limitations of Section 409A(b)(3) of the Code.  Such rabbi trust(s) shall be irrevocable and shall provide that the Company may not, directly or indirectly, use or recover any assets of the trust(s) until such time as all obligations which potentially could arise hereunder have been settled and paid in full, subject only to the claims of creditors of the Company in the event of insolvency or bankruptcy of the Company; provided, however, that if no Change in Control has occurred within two years after such Potential Change in Control, such rabbi trust(s) shall at the end of such two-year period become revocable and may thereafter be revoked by the Company.

(iii)The provisions of Sections 3.5 through 3.7 shall be of no force or effect with respect to Members who Retire or who have a

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Separation from Service for the reasons described in Section 3.8(a)(i) within a two-year period following a Change in Control.

SECTION 4 - DISABILITY BENEFITS

4.1Eligibility.  A Member who has become Disabled shall be entitled to the Disability Benefit described in Section 4.2.

4.2Amount.  The Disability Benefit of a Member entitled thereto shall be an annual benefit payable in monthly installments under this Plan during the same period as disability benefits are actually paid by the Basic Disability Plan, in an amount equal to 60% of the Member’s Covered Earnings, offset by the Member’s (a) Basic Disability Plan Benefit, (b) Basic Plan Benefit, if the Basic Disability Plan Benefit is offset by such Basic Plan Benefit, and (c) Other Disability Income.

SECTION 5- SURVIVING SPOUSE’S BENEFITS

5.1Death Prior to Benefit Payment.  Upon the death of a Member or Vested Former Member, prior to the payment of his or her Retirement Benefit or Deferred Vested Benefit hereunder, any such Member shall be deemed to have completed five years of Service for purposes of Section 3.2(a) and his or her Surviving Spouse will be entitled to a Surviving Spouse’s Benefit under this Plan equal to 50% of the Retirement or Deferred Vested Benefit that would have been provided from the Plan had the Member or Vested Member retired from or terminated employment with the Company or an Affiliated Employer without Cause on the

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date of death and received payment on the later of the date the Member would have attained age 55 or the date of the Member’s death.

5.2Death On or After Benefit Payment.  No benefit shall be payable under this Section 5 to the extent a Retirement Benefit or Deferred Vested Benefit was previously paid to a Member or Vested Former Member.

5.3Payment of Surviving Spouse’s Benefit.  The Surviving Spouse’s Benefit provided under Section 5.1 will be payable in a lump sum.  The amount of such lump sum payment shall be determined using the actuarial assumptions set forth in Section 3.4 applicable to such spouse.  The lump sum shall be paid on the first day of the calendar month next following the calendar month in which the Member’s or Vested Former Member’s death occurred.

5.4Reduction.  Notwithstanding the foregoing provisions of this Section 5, the amount of a Surviving Spouse’s Benefit shall be reduced by one percentage point for each year (where a half year or more is treated as a full year) in excess of ten years that the age of the Member or Vested Former Member exceeds the age of the Surviving Spouse.

SECTION 6 - PLAN ADMINISTRATOR

6.1Duties and Authority.  The Plan Administrator shall be responsible for the administration of the Plan and may delegate to any management committee, employee, director or agent its responsibility to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion;

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provided, that such delegation shall be subject to revocation at any time at the Plan Administrator’s discretion.  The Plan Administrator shall have the sole discretion to determine all questions arising in connection with the Plan, to interpret the provisions of the Plan and to construe all of its terms, to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable.  All such actions of the Plan Administrator shall be conclusive and binding upon all Members, Former Members, Vested Former Members, Surviving Spouses and other persons.

6.2Presentation of Claims.  Claims for benefits shall be filed in writing with the Plan Administrator.  Written or electronic notice of the disposition of a claim shall be furnished to the claimant within 90 days after the claim is filed (or within 180 days if special circumstances require an extension of time for processing the claim and if notice of such extension and circumstances is provided to the claimant within the initial 90-day period.)

6.3Claims Denial Notification.  If a claim is wholly or partially denied, the Plan Administrator shall furnish to the claimant a written notice setting forth in a manner calculated to be understood by the claimant:

(a)the specific reason(s) for denial;

(b)specific reference(s) to pertinent Plan provisions on which any denial is based;

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(c)a description of any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary;

(d)an explanation of the Plan’s claims review procedures and the applicable time limits for such procedures; and

(e)a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

6.4Claims Review Procedure.  Upon a denial, the claimant is entitled (either in person or by his duly authorized representative) to:

(a)request a subsequent review of the claim by the Plan Administrator upon written application for review made to the Plan Administrator.  In the case of a denial as to which written notice of denial has been given to the claimant, any such request for review of the claim must be made within 60 days after receipt by the claimant of such notice.  A claimant must submit a written application for review before the claimant is permitted to bring a civil action for benefits;

(b)review pertinent documents relating to the denial; and

(c)submit written comments, documents, records and other information relating to the claim.

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6.5Timing.  The Plan Administrator shall make its decision and notify the claimant with respect to a claim not later than 60 days after receipt of the request.  Such 60-day period may be extended for another period of 60 days if the Plan Administrator finds that special circumstances require an extension of time for processing and notice of the extension and special circumstances is provided to the claimant within the initial 60-day period.

6.6Final Decision.  The claim for review shall be given a full and fair review that takes into account all comments, documents, records and other information submitted that relates to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  The Plan Administrator shall provide the claimant with written or electronic notice of the decision in a manner calculated to be understood by the claimant.  The notice shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA, and a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim.  A document is relevant to the claim if it was relied upon in making the determination, was submitted, considered or generated in the course of making the determination or demonstrates that benefit determinations are made in accordance with the Plan and that Plan provisions have been applied consistently with respect to similarly situated claimants.

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6.7Delayed Payments.  If the Plan Administrator shall approve the payment of a claim for benefits filed in accordance with the claims procedures set forth hereinabove, any payment delayed pending the resolution of such claim will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365.

SECTION 7- MISCELLANEOUS

7.1Amendment; Suspension.  The Board, may, in its sole discretion suspend or amend this Plan at any time or from time to time, in whole or in part and the Employee Benefits Committee of the Company may amend the Plan without the approval of the Board with respect to amendments that such Committee determines do not have a significant effect on the cost of the Plan; provided, however, that no such suspension or amendment of the Plan may (a) adversely affect a Member’s or Vested Former Member’s benefit under the Plan to which he or she has become entitled in accordance with the Plan as in effect on the date immediately preceding the date of such suspension or amendment, or (b) adversely affect a Member’s or Vested Former Member’s right or the right of a Surviving Spouse to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such suspension or amendment, or (c) cause any payment that a Member, Vested Former Member or Surviving Spouse

35

is entitled to receive under this Plan to become subject to an income tax penalty or interest payable under Section 409A of the Code.

7.2Termination. This Plan may be terminated and lump sum distributions made to Members, Vested Former Members (or their Surviving Spouses) of their Retirement Benefits and Deferred Vested Benefits hereunder only in accordance with one of the following methods:

(a)within twelve months of a dissolution of the Company taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1(A), provided that Members’ or Vested Former Members’ Retirement Benefits or Deferred Vested Benefits are included in their gross incomes in the latest of :  (i) the calendar year in which the Plan termination and liquidation occurs; or (ii) the first calendar year in which the payment is administratively practicable;

(b)within the thirty days preceding or the twelve months following a change in control as defined in Regulations Section 1.409A-2(g)(4)(i), provided that all agreements, methods, programs, and other arrangements sponsored by the service recipient, as defined in Regulations Section 1.409A-1(g), immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Regulations Section 1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the change in control event, so that under the terms of the termination and liquidation all

36

such participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within twelve months of the date the service recipient irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements, provided that the service recipient with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation;

(c)(i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; (ii) all arrangements sponsored by the Company that would be aggregated with any terminated arrangement under Regulations Section 1.409A-1(c) if the same Member or Vested Former Member participated in all of the arrangements are terminated; (iii) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within twelve months of the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; (iv) all payments are made within twenty-four months of the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; and (v) the Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Regulations Section 1.409A-1(c) if the same Member or Vested Former Member participated

37

in both arrangements, at any time within three years following the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; or

(d)such other events and conditions as the Internal Revenue Service may prescribe.

Anything in this Section 7 to the contrary notwithstanding, no such termination of the Plan may (a) adversely affect a Member’s or Vested Former Member’s benefit under the Plan to which he or she has become entitled in accordance with the Plan as in effect on the date immediately preceding the date of such termination, or (b) adversely affect a Member’s or Vested Former Member’s right or the right of a Surviving Spouse to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such termination, or (c) cause any payment that a Member, Vested Former Member or Surviving Spouse is entitled to receive under this Plan to become subject to an income tax penalty or interest payable under Section 409A of the Code.

7.3No Employment Rights.  Nothing contained herein will confer upon any Member, Former Member or Vested Former Member the right to be retained in the service of the Company or any Affiliated Employer, nor will it interfere with the right of the Company or any Affiliated Employer to discharge or otherwise deal with Members, Former Members or Vested Former Members with respect to matters of employment.

38

7.4Unfunded Status.  Members and Vested Former Members shall have the status of general unsecured creditors of the Company, and this Plan constitutes a mere promise by the Company to make benefit payments at the time or times required hereunder. It is the intention of the Company that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA and any trust created by the Company and any assets held by such trust to assist the Company in meeting its obligations under the Plan shall meet the requirements necessary to retain such unfunded status.

7.5Arbitration.  Any dispute or controversy arising under or in connection with the Plan shall be settled exclusively by arbitration in Fairfield, Connecticut in accordance with the rules of the American Arbitration Association in effect at the time of such arbitration. The Company shall promptly pay or reimburse on a fully grossed-up and after-tax basis (so that the recipient of such reimbursement is held economically harmless) all reasonable costs and expenses (including fees and disbursements of counsel and pension experts) incurred by a Member, Vested Former Member, Former Member or Surviving Spouse to assert rights under this Plan for so long as such rights may exist or in any proceeding in connection therewith brought by a Member, Vested Former Member, Former Member or Surviving Spouse, whether or not such Member, Vested Former Member, Former Member or Surviving Spouse is ultimately successful in enforcing such rights or in such proceeding; provided, however, that no reimbursement shall be owed with respect to expenses relating to any unsuccessful assertion of rights or proceeding if and to the extent that such assertion or proceeding was initiated or maintained

39

in bad faith or was frivolous as determined by the arbitrators or a court having jurisdiction over the matter.  The amount of expense eligible for reimbursement in any one taxable year of the Member, Vested Former Member, Former Member or Surviving Spouse shall not affect the amount of expense eligible for reimbursement in any other taxable year of the Member, Vested Former Member, Former Member or Surviving Spouse.  The reimbursement of expenses shall be made each calendar quarter and not later than the last day of the taxable year of the Member, Vested Former Member, Former Member or Surviving Spouse in which the expense was incurred.  The right to reimbursement of any expense under this Section 7.5 shall not be subject to liquidation or exchange for another benefit.

7.6No Alienation.  Except as otherwise provided in Section 3.3(c)(i), a Member’s or Vested Former Member’s right to benefit payments under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of such Member or Vested Former Member or his or her Surviving Spouse.

7.7Withholding.  The Company may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations.

7.8Governing Law.  The Plan shall be governed by and construed in accordance with the laws of the State of Connecticut applicable to contracts made and to be performed in such state to the extent not preempted by federal law. Anything in this Plan to the contrary notwithstanding, the terms of this Plan shall be

40

interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder so as not to subject any Member, Vested Former Member or Surviving Spouse to the payment of any tax penalty or interest which may be imposed by Section 409A of the Code and the Company shall have no right to accelerate or make any payment under this Plan except to the extent such action would not subject any Member, Vested Former Member or Surviving Spouse to the payment of any tax penalty or interest under Section 409A of the Code.  If a Member, Vested Former Member or Surviving Spouse becomes subject to any tax penalty or interest under Section 409A of the Code by reason of his or her participation in this Plan, the Company shall reimburse such Member, Vested Former Member or Surviving Spouse, as the case may be, on a fully grossed-up and after-tax basis for any such tax penalty or interest (so that the recipient of such reimbursement is held economically harmless) ten business days prior to the date such tax penalty or interest is due and payable by such Member, Vested Former Member or Surviving Spouse to the government.

7.9Successors.  The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform the obligations of the Company under this Plan in the same manner and to the same extent that the Company would have been required to perform such obligations if no such succession had taken place and such assumption shall be an

41

express condition to the consummation of any such purchase, merger, consolidation or other transaction.

7.10Integration.  In the event of any conflict or ambiguity between this Plan and the terms of any employment agreement between a Member and the Company or any Change in Control Agreement between a Member and the Company (this Plan and any such employment agreement or Change in Control Agreement being collectively referred to herein as the “arrangements”), such conflict or ambiguity shall be resolved in accordance with the terms of that arrangement which are most beneficial to the Member; provided, however, that no such resolution of any such conflict or ambiguity shall operate to cause the Member to receive duplicate payments or benefits under the arrangements.

IMS Health Incorporated

By:

Senior Vice President, Human Resources,

on behalf of the IMS Health Incorporated

Employee Benefits Committee

Date:

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EX-10.5

Exhibit 10.5

IMS HEALTH INCORPORATED

U.S. EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective as of January 1, 2005

TABLE OF CONTENTS

			Page
INTRODUCTION			1
SECTION 1      - DEFINITIONS			1
	1.1	“Actuarial Equivalent Value”	1
	1.2	“Affiliated Employer”	2
	1.3	“Average Final Compensation”	2
	1.4	“Basic Disability Plan”	2
	1.5	“Basic Disability Plan Benefit”	2
	1.6	“Basic Plan”	2
	1.7	“Basic Plan Benefit”	3
	1.8	“Board”	3
	1.9	“Cause”	3
	1.10	“CEO”	4
	1.11	“Change in Control”	4
	1.12	“Change in Control Agreement”	6
	1.13	“Code”	7
	1.14	“Committee”	7
	1.15	“Company”	7
	1.16	“Compensation”	7
	1.17	“Covered Earnings”	7
	1.18	“Deferred Vested Benefit”	8
	1.19	“Disability” or “Disabled”	8
	1.20	“Disability Benefits”	8
	1.21	“Effective Date”	8
	1.22	“Former Member”	8
	1.23	“Good Reason”	8
	1.24	“Member”	10
	1.25	“Other Disability Income”	10
	1.26	“Other Retirement Income”	11
	1.27	“Plan”	11

i

			Page
	1.28	“Plan Administrator”	11
	1.29	“Potential Change in Control”	11
	1.30	“Regulations”	12
	1.31	“Retirement”	12
	1.32	“Retirement Benefits”	13
	1.33	“Separation from Service”	13
	1.34	“Service”	13
	1.35	“Specified Employee”	14
	1.36	“Surviving Spouse”	14
	1.37	“Surviving Spouse’s Benefits”	15
	1.38	“Vested Former Member”	15
SECTION 2      - PARTICIPATION			15
	2.1	Commencement of Participation	15
	2.2	Termination of Participation	15
SECTION 3      - AMOUNT AND FORM OF BENEFITS			16
	3.1	Retirement Benefits	16
	3.2	Deferred Vested Benefit	18
	3.3	Time Form of Payment	20
	3.4	Lump Sum Calculation	23
	3.5	Nonpayment of Benefits	23
	3.6	Notification of Nonpayment of Benefits	25
	3.7	Repayment of Benefits Paid as Lump Sum	25
	3.8	Change in Control	26
SECTION 4      - DISABILITY BENEFITS			28
	4.1	Disability Benefits	28
SECTION 5      - SURVIVING SPOUSE’S BENEFITS			28
	5.1	Death Prior to Benefit Payment	28
	5.2	Death On or After Benefit Payment	29
	5.3	Payment of Surviving Spouse’s Benefit	29
	5.5	Reduction	29
SECTION 6      - PLAN ADMINISTRATOR			30
	6.1	Duties and Authority	30

ii

			Page
	6.2	Presentation of Claims	30
	6.3	Claims Denial Notification	31
	6.4	Claims Review Procedure	31
	6.5	Timing	32
	6.6	Final Decision	32
	6.7	Delayed Payments	33
SECTION 7       - MISCELLANEOUS			33
	7.1	Amendment; Suspension	33
	7.2	Termination	34
	7.3	No Employment Rights	36
	7.4	Unfunded Status	37
	7.5	Arbitration	37
	7.6	No Alienation	38
	7.7	Withholding	38
	7.8	Governing Law	38
	7.9	Successors	39
	7.10	Integration	40

iii

IMS HEALTH INCORPORATED

U.S. EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective January 1, 2005

INTRODUCTION

Effective as of July 25, 2000, the IMS Health Incorporated U.S. Executive Retirement Plan (the “Plan”) was established to provide a means of ensuring the payment of a competitive level of retirement income and disability and survivor benefits, and thereby attract, retain and motivate a select group of executives of IMS Health Incorporated and its affiliated employers.  This document represents a complete restatement of the Plan effective as of January 1, 2005. The provisions of this amendment and restatement of the Plan shall apply to Members of the Plan who have not retired or terminated employment with the Company as of January 1, 2005.  The rights to benefits, if any, of any Former Member or Vested Former Member who retired or otherwise terminated employment before January 1, 2005, together with the amount of such benefits, shall continue to be governed by the provisions of the Plan in effect as of the date of such retirement or termination of employment.

SECTION 1 - DEFINITIONS

1.1“Actuarial Equivalent Value” shall mean a benefit of equivalent value computed on the basis of the mortality table and interest rate used to calculate accrued benefits under the Basic Plan unless otherwise specifically provided in this Plan.

1.2“Affiliated Employer” shall mean an entity affiliated with the Company.

1.3“Average Final Compensation” shall mean a Member’s average annual Compensation during the five consecutive 12-month periods in the last ten consecutive 12-month periods of his or her Service (or during the total number of consecutive 12-month periods if fewer than five), immediately prior to the month following the earlier of:  (a) the Member’s termination of employment with the Company or an Affiliated Employer, (b) the Member’s removal from participation under this Plan, or (c) the commencement of benefits to the Member under the Basic Disability Plan, affording the highest such Average Final Compensation.

1.4“Basic Disability Plan” shall mean as to any Member the long-term disability plan of the Company or an Affiliated Employer pursuant to which long-term disability benefits are payable to such Member.

1.5“Basic Disability Plan Benefit” shall mean the amount of benefits payable to a Member from the Basic Disability Plan.

1.6“Basic Plan” shall mean as to any Member or Vested Former Member the defined benefit pension plan of the Company or an Affiliated Employer intended to meet the requirements of Code Section 401(a) pursuant to which retirement benefits are payable to such Member or Vested Former Member or to the Surviving Spouse or designated beneficiary of a deceased Member or Vested Former Member.

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1.7“Basic Plan Benefit” shall mean the amount of benefits payable from the Basic Plan to a Member or Vested Former Member.

1.8“Board” shall mean the Board of Directors of IMS Health Incorporated, except that any action authorized to be taken by the Board hereunder may also be taken by a duly authorized committee of the Board or its duly authorized delegees.

1.9“Cause”.  A Member shall not be deemed to have been terminated for “Cause” under this Plan unless such Member shall have been terminated for “Cause” under the terms of such Member’s employment agreement or Change in Control Agreement with the Company, if any.  If no such employment agreement or Change in Control Agreement containing a definition of “Cause” shall be in effect, for purposes of this Plan  “Cause” shall mean a Member’s:

(a)willful and continued failure to substantially perform his or her duties (other than any such failure resulting from incapacity due to physical or mental illness or Disability or any failure after the issuance of a notice of termination by the Member for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of the Company and/or its Affiliated Employers, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to the Member by the Board, which demand specifically identifies the manner in which the Board believes that the Member has not substantially performed his or her duties; or

3

(b)the willful engaging by the Member in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.

No act, or failure to act, on the part of the Member shall be deemed “willful” unless done, or omitted to be done, by the Member not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.  Notwithstanding the foregoing, the Member shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Member a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to the Member and an opportunity for the Member, together with the Member’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Member was guilty of conduct set forth above in this definition and specifying the particulars thereof in detail.

1.10“CEO” shall mean the Chief Executive Officer of the Company.

1.11“Change in Control”.  If a “Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s or Vested Former Member’s Change in Control Agreement or employment agreement with the Company, if any, then a “Change in Control” shall be deemed to have occurred under this Plan.  Otherwise a “Change in Control” shall be deemed to have occurred if:

4

(a)any “Person” as such term is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), becomes the “Beneficial Owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities;

(b)during any period of 24 months (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board, and any new director (other than (i) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 1.11(a), (c), or (d) hereof, (ii) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control, or (iii) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s securities) whose election by the Board or nomination for election by the Company’s stockholders was approved in advance by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for

5

election was previously so approved, cease for any reason to constitute at least a majority thereof;

(c)any transaction (or series of transactions) is consummated under which the Company is merged or consolidated with any other company, other than a merger or consolidation (i) which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66 2/3% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, and (ii) after which no Person holds 20% or more of the combined voting power of the then outstanding securities of the Company or such surviving entity;

(d)a sale or disposition by the Company of all or substantially all of the Company’s assets is consummated or the stockholders of the Company approve a plan of complete liquidation of the Company; or

(e)the Board adopts a resolution to the effect that, for purposes of this Plan, a Change in Control has occurred.

1.12“Change in Control Agreement” shall mean any written agreement in effect between any Member or Former Member or Vested Former Member and the Company or an

6

Affiliated Employer pursuant to which benefits may be payable to such Member or Former Member or Vested Former Member in connection with a Change in Control.

1.13“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.14“Committee” shall mean the Human Resources Committee of the Board (the Compensation and Benefits Committee before January 1, 2007) or any successor thereto.

1.15 “Company” shall mean IMS Health Incorporated.

1.16“Compensation” shall mean base salary, annual bonuses, commissions, overtime and shift pay, in each case prior to reductions for elective contributions under Sections 401(k), 125 and 132(f)(4) of the Code and deferred compensation under any nonqualified deferred compensation plan.  Notwithstanding the foregoing, Compensation shall exclude severance pay (including, without limitation, severance pay under the Company’s Employee Protection Plan), stay-on bonuses, long-term bonuses, retirement income, change-in-control payments, contingent payments, amounts paid under this Plan or any other retirement plan or deferred compensation plan, income derived from stock options, stock appreciation rights and other equity-based compensation and other forms of special remuneration.

1.17“Covered Earnings” shall mean a Member’s Compensation in the 12 months immediately preceding the onset of the Member’s Disability.

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1.18“Deferred Vested Benefit” shall mean the benefits described in Section 3.2(b) hereof.

1.19“Disability” or “Disabled” shall mean that the Member has been determined to be disabled in accordance with the Basic Disability Plan by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and the Member has received at least three months of benefits under the Company’s short-term disability plan and/or the Basic Disability Plan.

1.20“Disability Benefits” shall mean the benefits provided as described in Section 4.1(b) hereof.

1.21“Effective Date” shall mean July 25, 2000.  The effective date of this amendment and restatement of the Plan shall mean January 1, 2005.

1.22“Former Member” shall mean (a) a Member whose employment with the Company or an Affiliated Employer terminates with a  Vested Percentage equal to 0%, or (b) a Member who was removed from participation in the Plan, in accordance with Section 2.2 hereof, with a Vested Percentage equal to 0%.

1.23“Good Reason”.  If a Member shall have terminated employment for “Good Reason” under the terms of such Member’s Change in Control Agreement or employment agreement with the Company, if any, then such Member shall be deemed to have terminated employment for “Good Reason” under this Plan.  Otherwise “Good Reason” shall mean, without the Member’s express written consent, the occurrence of any of the

8

following circumstances unless such circumstances are fully corrected prior to the date of termination specified in the notice of termination given in respect thereof:

(a)the assignment to the Member of any duties inconsistent with the Member’s position in the Company, or an adverse alteration in the nature or status of the Member’s responsibilities or the conditions of the Member’s employment;

(b)a reduction by the Company in the Member’s annual base salary, target bonus or perquisites except for across-the-board perquisite reductions similarly affecting all senior executives of the Company and all senior executives of any Person, as such term is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, in control of the Company;

(c)the relocation of the principal place of the Member’s employment to a location more than 50 miles from the location of such place of employment; for this purpose, required travel on the Company’s business will not constitute a relocation so long as the extent of such travel is substantially consistent with the Member’s customary business travel obligations;

(d)the failure by the Company to pay to the Member any portion of the Member’s compensation or to pay to the Member any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven days of the date such compensation is due;

9

(e)the failure by the Company to continue in effect any material compensation or benefit plan in which the Member participated 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 to continue the Member’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 Member’s participation relative to other participants;

(f)the failure of the Company to obtain a satisfactory agreement from any successor to the Company to fully assume the Company’s obligations and to perform under this Plan, as contemplated in Section 7.9 hereof;

(g)with respect to any Member who is a party to an employment agreement or a Change in Control Agreement, any purported termination of such Member’s employment that is not effected pursuant to the notice provisions, if any, in such Member’s employment agreement or Change in Control Agreement.

1.24“Member” shall mean an employee of the Company or an Affiliated Employer who becomes a participant in the Plan pursuant to Section 2, but excludes any Former Member or Vested Former Member.

1.25“Other Disability Income” shall mean (a) the disability insurance benefit that the Member is entitled to receive under the Federal Social Security Act while he or she is receiving the Basic Disability Plan Benefit and (b) the disability income payable to a

10

Member from any supplemental executive disability plan of the Company or any Affiliated Employer or from any other contract, agreement or other arrangement with the Company or an Affiliated Employer (excluding any Basic Disability Plan).

1.26“Other Retirement Income” shall mean the retirement income payable to a Member or Vested Former Member from any ‘excess benefit plan’ as that term is defined in Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),  any plan described in Section 201(2) of ERISA, and any other contract, agreement or other arrangement providing a defined pension benefit or defined contribution retirement benefit, in any case, maintained or entered into with the Company or an Affiliated Employer (excluding this Plan, any Basic Plan, any defined contribution plan intended to meet the requirements of Code Section 401(a) and any elective plan of deferred compensation).

1.27 “Plan” shall mean the IMS Health Incorporated U.S. Executive Retirement Plan, as embodied herein, and any amendments thereto.

1.28“Plan Administrator” shall mean the Company, except that any action authorized to be taken by the Plan Administrator hereunder may also be taken by any committee or person(s) duly authorized by the Board or the duly authorized delegees of such duly authorized committee or person(s).

1.29“Potential Change in Control”.  If a “Potential Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s Change in Control

11

Agreement or employment agreement with the Company, if any, a “Potential Change in Control” shall be deemed to have occurred under this Plan, otherwise a “Potential Change in Control” shall be deemed to have occurred if:

(a)the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(b)any Person (including the Company), as defined in Section 1.11(a) hereof, publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

(c)the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred.

1.30“Regulations” shall mean proposed and final Treasury Regulations, as the same may be amended from time to time.

1.31“Retirement” shall mean the Separation from Service of a Member or Vested Former Member with the Company or an Affiliated Employer other than by reason of death after attaining age 55 and completing one year of Service.  In determining whether age 55 has been attained under this definition, there shall be included as years of age the number of additional years credited as “age” for purposes of the Plan to the Member or Vested Former Member under this Plan, a then-effective employment agreement between the

12

Company and such person, a then-effective Change in Control Agreement between the Company and such person, or otherwise as approved by the Committee.

1.32“Retirement Benefits” shall mean the benefits described in Section 3.1(b) hereof.

1.33“Separation from Service” shall mean termination of employment with the Company and any Affiliated Employer.  Whether a Member or Vested Former Member has had a Separation from Service shall be determined by the Plan Administrator on the basis of all relevant facts and circumstances and with reference to Regulations Section 1.409A-1(h).

1.34 “Service” shall mean a Member’s service defined as Vesting Service in the Basic Plan, which is taken into account for vesting purposes thereunder (including any such service prior to the date such individual becomes a Member but not including any such service after participation hereunder terminates), except that (a) Service will also include that period of time during which the Member is receiving benefits under the Basic Disability Plan until Retirement Benefits or Deferred Vested Benefits, as the case may be, are paid to such Member; provided, however, that if a Member who is receiving benefits under the Basic Disability Plan has a Separation from Service that is initiated by the Company for any reason other than Cause, such Member shall receive service credit for purposes of calculating such Member’s Retirement Benefits or Deferred Vested Benefits, as the case may be, for the maximum period of time during which such Member is eligible to receive benefits under the Basic Disability Plan; (b) if a Member was employed by a company acquired by the Company or an Affiliated Employer after the Effective Date,

13

such Member’s service with that company prior to the date of acquisition will not constitute Service hereunder unless otherwise approved by the Committee; (c) upon commencement of participation hereunder in accordance with Section 2.1 hereof, the Committee may limit any service that would otherwise constitute Service hereunder with respect to periods prior to the date of participation in the Plan; and (d) no service of a Former Member or Vested Former Member during any period after removal from participation under Section 2.2 shall constitute Service for purposes of the Plan.  The foregoing notwithstanding, there shall be included as Service for all purposes under the Plan the number of additional years (or other additional period) credited as “service” for purposes of the Plan to the Member or Former Member or Vested Former Member under this Plan,  an employment agreement between the Company or an Affiliated Employer and such person or a Change in Control Agreement in effect at the time of such person’s termination of employment, or otherwise approved by the Committee.

1.35“Specified Employee” shall mean an employee who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month period beginning on the first day of the fourth month immediately following the end of such calendar year.

1.36“Surviving Spouse” shall mean the spouse of a deceased Member or Vested Former Member to whom such Member or Vested Former Member is married under applicable state law immediately preceding such Member or Vested Former Member’s death.

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1.37“Surviving Spouse’s Benefits” shall mean the benefits described in Section 5 hereof.

1.38“Vested Former Member” shall mean (a) a Member whose employment with the Company or an Affiliated Employer terminates on or after the date on which his or her Vested Percentage is greater than 0%, or (b) a Member who was removed from participation in the Plan, in accordance with Section 2.2 hereof, on or after the date on which his or her Vested Percentage is greater than 0%.

SECTION 2 - PARTICIPATION

2.1Commencement of Participation.  Such key executives of the Corporation and its Affiliated Employers as are designated by the CEO in writing and approved by the Committee shall participate in the Plan as of a date determined by the Committee.

2.2Termination of Participation.  A Member’s participation in the Plan shall terminate upon termination of his or her employment with the Company or any Affiliated Employer. Prior to termination of employment, a Member may be removed, upon written notice by the CEO, and as approved by the Committee, from further participation in the Plan. As of the date of termination or removal, no further benefits shall accrue to such individual hereunder.

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SECTION 3 - AMOUNT AND FORM OF BENEFITS

3.1Retirement Benefits.

(a)Eligibility.   Upon the Retirement of a Member or Vested Former Member from the Company or an Affiliated Employer, he or she shall be entitled to receive a percentage (the “Vested Percentage”) of the Retirement Benefit described in Section 3.1(b) hereof, payable in the form specified in Section 3.3.  Notwithstanding the provisions of Section 1.34 of the Plan to the contrary, solely for the purpose of determining the Vested Percentage under the following schedule, Service shall exclude any such service prior to the date the individual becomes a Member, except to the extent otherwise determined by the CEO, in his or her sole discretion.

If the Member’s Service is:	The Vested Percentage is:
Less than 1 year	0	%
At least 1 but less than 2 years	33	%
At least 2 but less than 3 years	67	%
3 or more years	100	%

(b)Amount.  The Retirement Benefit of a Member or Vested Former Member shall be an annual benefit equal to the difference between (i) and the sum of (ii) and (iii), where:

(i)is 1.67% of his or her Average Final Compensation multiplied by the number of his or her years of Service not in excess of 36 years;

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(ii)is the Basic Plan Benefit payable to the Member or Vested Former Member as of the date of his or her Retirement expressed in the form of an annual life annuity, or, if the Basic Plan Benefit becomes payable after the Member’s or Vested Former Member’s date of Retirement, the Actuarial Equivalent Value of the Basic Plan Benefit payable in the form of an annual life annuity as of such date, regardless of whether such date precedes the earliest possible payment date under the terms of the Basic Plan; and

(iii)is the Other Retirement Income payable to the Member or Vested Former Member as of the date of his or her Retirement expressed in the form of an annual life annuity, or, if the Other Retirement Income becomes payable after the Member’s or Vested Former Member’s date of Retirement, the Actuarial Equivalent Value of the Other Retirement Income payable in the form of an annual life annuity as of such date, regardless of whether such date precedes the earliest possible payment date of the Other Retirement Income under the terms of the appropriate retirement arrangement.

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3.2Deferred Vested Benefit.

(a)Eligibility.  Each Member and Vested Former Member who has a Vested Percentage (as defined below) greater than 0% and who has a Separation from Service with the Company or an Affiliated Employer prior to Retirement, for a reason other than Cause or death, shall be entitled to receive a percentage (the “Vested Percentage”) of the Deferred Vested Benefit described in Section 3.2(b) hereof, payable in the form specified in Section 3.3.  Notwithstanding the provisions of Section 1.34 of the Plan to the contrary, solely for the purpose of determining the Vested Percentage under the following schedule, Service shall exclude any such service prior to the date the individual becomes a Member,  except to the extent otherwise determined by the CEO, in his or her sole discretion.

If the Member’s Service is:	The Vested Percentage is:
Less than 1 year	0	%
At least 1 but less than 2 years	33	%
At least 2 but less than 3 years	67	%
3 or more years	100	%

(b)Amount.  The Deferred Vested Benefit of a Member or Vested Former Member who has a Separation from Service and who meets the eligibility requirements of

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Section 3.2(a) shall be an annual benefit equal to the difference between (i) and the sum of (ii) and  (iii), where:

(i)is 1.67% of his or her Average Final Compensation multiplied by the number of his or her years of Service not in excess of 36;

(ii)is the Basic Plan Benefit payable to the Member or Vested Former Member as of the date his or her Deferred Vested Benefit commences expressed in the form of an annual life annuity, or, if the Basic Plan Benefit becomes payable after the date that the Member’s or Vested Former Member’s Deferred Vested Benefit commences, the Actuarial Equivalent Value of the Basic Plan Benefit payable in the form of an annual life annuity as of such date, regardless of whether such date precedes the earliest possible payment date under the terms of the Basic Plan; and

(iii)is the Other Retirement Income payable to the Member or Vested Former Member as of the date his or her Deferred Vested Benefit commences expressed in the form of an annual life annuity, or, if the Other Retirement Income becomes payable after the date that the Member’s or Vested Former Member’s Deferred Vested Benefit commences, the Actuarial Equivalent Value of the Other Retirement Income payable in the form of an annual life annuity as of such date, regardless of whether such date

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precedes the earliest possible payment date of the Other Retirement Income under the terms of the appropriate retirement arrangement.

 3.3Time and Form of Payment.

(a)Any lump sum election made in accordance with the terms of the Plan in effect prior to January 1, 2005 shall continue to be effective with respect to a Retirement Benefit or Deferred Vested Benefit payable before January 1, 2009.  On and after January 1, 2009, the Retirement Benefit or Deferred Vested Benefit under this Plan, as the case may be, shall automatically be payable in a lump sum and, except as otherwise provided in Section 3.8, on the first day of the calendar month next following the calendar month in which occurs the later of:  (i) the date the Member or Vested Former Member attains age 55; or (ii) the Member’s or Vested Former Member’s Separation from Service.

(b)Anything in this Plan to the contrary notwithstanding, payment to any Specified Employee upon Separation from Service shall not be made before the date that is six months after the date of Separation from Service (or, if earlier, the date of death of such Specified Employee). Any payment due within such six-month period will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of

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which is 365. The adjusted lump sum payment shall be made at the beginning of the seventh month following such Specified Employee’s Separation from Service.  The six-month delay in payment described herein shall not apply, however, to any payment made under the circumstances described in Section 3.3(c).

(c)The provisions of Sections 3.3(a), and (b) to the contrary notwithstanding, a payment to or on behalf of a Member or Vested Former Member shall be accelerated under each of the following circumstances:

(i)if payment is required to be made to an individual other than the Member or Vested Former Member to fulfill a domestic relations order as defined in Section 414(p)(1)(B) of the Code;

(ii)to the extent that payment is reasonably necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law as provided in Regulations Section 1.409A-3(j)(4)(iii); or

(iii)if all or a portion of the Retirement Benefit or Deferred Vested Benefit payable to a Member, Vested Former Member or Surviving Spouse constitutes taxable income to such Member, Vested Former Member or Surviving Spouse for any taxable year that is prior to the taxable year in which such Retirement Benefit or Deferred Vested Benefit is to be paid to such Member, Vested Former Member or Surviving Spouse as a result of the Plan’s failure to comply with the requirements of Section 409A of the Code and the Regulations thereunder, the applicable Retirement

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Benefit or Deferred Vested Benefit shall be immediately paid to such Member, Vested Former Member or Surviving Spouse to the extent that such Retirement Benefit or Deferred Vested Benefit is required to be included in income.  As provided in Section 7.8, the Company shall reimburse such Member, Vested Former Member or Surviving Spouse on a fully grossed-up and after-tax basis for any tax penalty or interest payable in connection with such income inclusion (so that the recipient of such reimbursement is held economically harmless).

(d)The provisions of Section 3.3(a) to the contrary notwithstanding, a payment to a Member or Vested Former Member (or his or her Surviving Spouse) may be delayed to a date after the designated benefit payment date if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Member or Vested Former Member (or his or her Surviving Spouse) and such delay is for reasons that are commercially reasonable, provided that payment is made as soon as payment is administratively practicable.  Any payment delayed pursuant to this Section 3.3(d) will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365.

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3.4Lump Sum Calculation. The lump sum payment of a Member’s or a Vested Former Member’s Retirement Benefit or Deferred Vested Benefit shall equal the present value of such benefit, and such present value shall be determined:  (a) on the assumption that it is payable in the form of a fully subsidized joint and 50 percent survivor annuity if such Member or Vested Former Member is married; and (b) on the basis of (i) a discount rate equal to 85% of the average of the 15-year non-callable U.S. Treasury bond yields (or, in the event that 15-year non-callable U.S. Treasury bond yields are unavailable, such proxy for the same as the Plan Administrator may reasonably select) as of the close of business on the last business day of each of the three months immediately preceding the benefit payment date provided in Section 3.3(a), and (ii) the 1983 Group Annuity Mortality Table.

3.5Nonpayment of Benefits.  Subject to Section 3.8 hereof, no benefits shall be paid to a Member, Vested Former Member or Surviving Spouse if the Member or Vested Former Member has:

(a)become a stockholder (unless such stock is listed on a national securities exchange or traded on a daily basis in the over-the-counter market and the Member’s or Vested Former Member’s ownership interest is not in excess of 2% of the company whose shares are being purchased), employee, officer, director or consultant of or to a company, or a member or an employee of or a consultant to a partnership or any other business or firm, which competes with any of the businesses identified in the Company’s Employee Protection Plan, or such

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Member or Vested Former Member accepts any form of compensation from such competing entity;

(b)been discharged from employment with the Company or any Affiliated Employer for Cause;

(c)failed to retain in confidence any and all confidential information concerning the Company or any Affiliated Employer and its respective business which was known or became known to the Member or Vested Former Member, except as otherwise required by law and except information (i) ascertainable or obtained from public information, (ii) received by the Member or Vested Former Member at any time after the Member’s or Vested Former Member’s employment by the Company or any Affiliated Employer terminated, from a third party not employed by or otherwise affiliated with the Company or any Affiliated Employer, or (iii) which was or became known to the public by any means other than a breach of this Section 3.5; or

(d)made disparaging comments about the Company or any Affiliated Employer in any communications, written or oral, with any individual, company, government body or agency or any other entity whatsoever.  For purposes hereof,  “disparage” shall mean any communication, including, but not limited to, any statements, actions or insinuations, made either directly or through a third party, that would tend to lessen the standing or stature of  the Company or any Affiliated Employer

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in the eyes of a customer, a prospective customer, a shareholder or a prospective shareholder.

3.6Notification of Nonpayment of Benefits.  Subject to Section 3.8 hereof, in any case described in Section 3.5, the Member, Vested Former Member or Surviving Spouse shall be given prior written notice that no benefits will be paid to such Member, Vested Former Member or Surviving Spouse and shall be provided an opportunity to be heard prior to any such nonpayment of benefits.  Such written notice shall specify the particular act(s), or failures to act, and the basis on which the decision not to pay his or her benefits has been made.

3.7Repayment of Benefits Paid as Lump Sum.

(a)Subject to Section 3.8 hereof, a Member or Vested Former Member who engages in any of the acts described in Section 3.5 shall, within 60 days after written notice by the Company, repay to the Company the amount described in Section 3.7(b).

(b)The amount described in this Section shall equal the amount of the Member’s or Vested Former Member’s lump sum benefit paid under this Plan to which such Member or Vested Former Member would not have been entitled, if such lump sum benefit had instead been payable in the form of an annual life annuity under this Plan and such annuity payments were subject to the provisions of Section 3.5.

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3.8Change in Control.

(a)Anything in this Plan to the contrary notwithstanding:

(i)Any Member, whose employment with the Company or an Affiliated Employer is involuntarily terminated by the Company or an Affiliated Employer at or within two years following a Change in Control for a reason other than Cause or whose employment is voluntarily terminated by the Member with Good Reason at or within two years following a Change in Control shall be deemed to have completed three years of Service for purposes of Sections 3.1(a) and 3.2(a) hereof and shall be credited with three additional years of Service for purposes of calculating the benefits payable under Sections 3.1(b) or 3.2(b) hereof, as the case may be.  Notwithstanding the provisions of Section 3.3 of this Plan to the contrary, payment of the Actuarial Equivalent Value of such benefits shall be made at the time and in the form provided in Section 3.3 provided that with respect to Deferred Vested Benefits, the time of payment shall be determined without regard to whether the Member has attained age 55 and, provided further, that the Actuarial Equivalent Value of such benefits shall be determined on the assumption that unreduced benefits are payable upon the Member’s attainment of age 55 and, for this purpose, by crediting such Member with three additional years of age.  Moreover, the interest and mortality factors specified in Section 3.4 shall apply for purposes of calculating the lump sum payment of such benefits.  In

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addition, in the event that a Member’s Service shall have been limited pursuant to Section 1.34(c) to disregard Service prior to such Member’s participation in the Plan, such limitation shall be eliminated in the event of such Member’s termination of employment at or within two years following a Change in Control as provided above in this subsection (i).

(ii)In the event of a Potential Change in Control or Change in Control, the Company shall, not later than 15 days thereafter, have established one or more so-called “rabbi” trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential benefits payable under the Plan at or following a Change in Control; provided, however, that no such deposit shall be made if it would cause a violation of  the funding limitations of Section 409A(b)(3) of the Code.  Such rabbi trust(s) shall be irrevocable and shall provide that the Company may not, directly or indirectly, use or recover any assets of the trust(s) until such time as all obligations which potentially could arise hereunder have been settled and paid in full, subject only to the claims of creditors of the Company in the event of insolvency or bankruptcy of the Company; provided, however, that if no Change in Control has occurred within two years after such Potential Change in Control, such rabbi trust(s) shall at the end of such two-year period become revocable and may thereafter be revoked by the Company.

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(iii)The provisions of Sections 3.5 through 3.7 shall be of no force or effect with respect to Members who Retire or who have a Separation from Service for the reasons described in Section 3.8(a)(i) within a two-year period following a Change in Control.

SECTION 4 - DISABILITY BENEFITS

4.1Disability Benefits.

(a)Eligibility. A Member who has become Disabled shall be entitled to the Disability Benefit described in Section 4.1(b).

(b)Amount.  The Disability Benefit of a Member entitled thereto shall be an annual benefit payable in monthly installments under this Plan during the same period as disability benefits are actually paid by the Basic Disability Plan, in an amount equal to 60% of the Member’s Covered Earnings, offset by the Member’s (i) Basic Disability Plan Benefit, (ii) Basic Plan Benefit, if the Basic Disability Plan Benefit is offset by such Basic Plan Benefit, and (iii) Other Disability Income.

SECTION 5 - SURVIVING SPOUSE’S BENEFITS

5.1Death Prior to Benefit Payment.  Upon the death of a Member or Vested Former Member, prior to the payment of his or her Retirement Benefit or Deferred Vested Benefit hereunder, any such Member shall be deemed to have completed three years of Service for purposes of Section 3.1(a) and Section 3.2(a) and his or her Surviving Spouse will be entitled to a Surviving Spouse’s Benefit under this Plan equal to 50% of

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the Retirement or Deferred Vested Benefit that would have been provided from the Plan had the Member or Vested Member retired from or terminated employment with the Company or an Affiliated Employer without Cause on the date of death and received payment on the later of the date the Member would have attained age 55 or the date of the Member’s death.

5.2Death On or After Benefit Payment.  No benefit shall be payable under this Section 5 to the extent a Retirement Benefit or Deferred Vested Benefit was previously paid to a Member or Vested Former Member.

5.3Payment of Surviving Spouse’s Benefit.  The Surviving Spouse’s Benefit provided under Section 5.1 will be payable in a lump sum..  The amount of such lump sum payment shall be determined using the actuarial assumptions set forth in Section 3.4 applicable to such spouse.  The lump sum shall be paid on the first day of the calendar month next following the calendar month in which the Member’s or Vested Former Member’s death occurred.

5.4Reduction.  Notwithstanding the foregoing provisions of this Section 5, the amount of a Surviving Spouse’s Benefit shall be reduced by one percentage point for each year (where a half year or more is treated as a full year) in excess of ten years that the age of the Member or Vested Former Member exceeds the age of the Surviving Spouse.

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SECTION 6 - PLAN ADMINISTRATOR

6.1Duties and Authority.  The Plan Administrator shall be responsible for the administration of the Plan and may delegate to any management committee, employee, director or agent its responsibility to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion; provided, that such delegation shall be subject to revocation at any time at the Plan Administrator’s discretion.  The Plan Administrator shall have the sole discretion to determine all questions arising in connection with the Plan, to interpret the provisions of the Plan and to construe all of its terms, to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable.  All such actions of the Plan Administrator shall be conclusive and binding upon all Members, Former Members, Vested Former Members, Surviving Spouses and other persons.

6.2Presentation of Claims.  Claims for benefits shall be filed in writing with the Plan Administrator.  Written or electronic notice of the disposition of a claim shall be furnished to the claimant within 90 days after the claim is filed (or within 180 days if special circumstances require an extension of time for processing the claim and if notice of such extension and circumstances is provided to the claimant within the initial 90-day period.)

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6.3Claims Denial Notification.  If a claim is wholly or partially denied, the Plan Administrator shall furnish to the claimant a written notice setting forth in a manner calculated to be understood by the claimant:

(a)the specific reason(s) for denial;

(b)specific reference(s) to pertinent Plan provisions on which any denial is based;

(c)a description of any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary;

(d)an explanation of the Plan’s claims review procedures and the applicable time limits for such procedures; and

(e)a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

6.4Claims Review Procedure.  Upon a denial, the claimant is entitled (either in person or by his duly authorized representative) to:

(a)request a subsequent review of the claim by the Plan Administrator upon written application for review made to the Plan Administrator.  In the case of a denial as to which written notice of denial has been given to the claimant, any such request

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for review of the claim must be made within 60 days after receipt by the claimant of such notice.  A claimant must submit a written application for review before the claimant is permitted to bring a civil action for benefits;

(b)review pertinent documents relating to the denial; and

(c)submit written comments, documents, records and other information relating to the claim.

6.5Timing.  The Plan Administrator shall make its decision and notify the claimant with respect to a claim not later than 60 days after receipt of the request.  Such 60-day period may be extended for another period of 60 days if the Plan Administrator finds that special circumstances require an extension of time for processing and notice of the extension and special circumstances is provided to the claimant within the initial 60-day period.

6.6Final Decision.  The claim for review shall be given a full and fair review that takes into account all comments, documents, records and other information submitted that relates to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  The Plan Administrator shall provide the claimant with written or electronic notice of the decision in a manner calculated to be understood by the claimant.  The notice shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA, and a

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statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim.  A document is relevant to the claim if it was relied upon in making the determination, was submitted, considered or generated in the course of making the determination or demonstrates that benefit determinations are made in accordance with the Plan and that Plan provisions have been applied consistently with respect to similarly situated claimants.

 6.7 Delayed Payments.  If the Plan Administrator shall approve the payment of a claim for benefits filed in accordance with the claims procedures set forth hereinabove, any payment delayed pending the resolution of such claim will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365.

SECTION 7- MISCELLANEOUS

7.1Amendment; Suspension.  The Board, may, in its sole discretion suspend or amend this Plan at any time or from time to time, in whole or in part and the Employee Benefits Committee of the Company may amend the Plan without the approval of the Board with respect to amendments that such Committee determines do not have a significant effect on the cost of the Plan; provided, however, that no such suspension or amendment of the

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Plan may (a) adversely affect a Member’s or Vested Former Member’s benefit under the Plan to which he or she has become entitled in accordance with the Plan as in effect on the date immediately preceding the date of such suspension or amendment, or (b) adversely affect a Member’s or Vested Former Member’s right or the right of a Surviving Spouse to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such suspension or amendment, or (c) cause any payment that a Member, Vested Former Member or Surviving Spouse is entitled to receive under this Plan to become subject to an income tax penalty or interest payable under Section 409A of the Code.

7.2Termination. This Plan may be terminated and lump sum distributions made to Members, Vested Former Members (or their Surviving Spouses) of their Retirement Benefits and Deferred Vested Benefits hereunder only in accordance with one of the following methods:

(a)within twelve months of a dissolution of the Company taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1(A), provided that Members’ or Vested Former Members’ Retirement Benefits or Deferred Vested Benefits are included in their gross incomes in the latest of:  (i) the calendar year in which the Plan termination and liquidation occurs; or (ii) the first calendar year in which the payment is administratively practicable;

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(b)within the thirty days preceding or the twelve months following a change in control as defined in Regulations Section 1.409A-2(g)(4)(i), provided that all agreements, methods, programs, and other arrangements sponsored by the service recipient, as defined in Regulations Section 1.409A-1(g), immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Regulations Section 1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the change in control event, so that under the terms of the termination and liquidation all such participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within twelve months of the date the service recipient irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements, provided that the service recipient with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation;

(c)(i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; (ii) all arrangements sponsored by the Company that would be aggregated with any terminated arrangement under Regulations Section 1.409A-1(c) if the same Member or Vested Former Member participated in all of the arrangements are terminated; (iii) no payments other than payments that would be payable under the terms of the arrangements if the termination had

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not occurred are made within twelve months of the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; (iv) all payments are made within twenty-four months of the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; and (v) the Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Regulations Section 1.409A-1(c) if the same Member or Vested Former Member participated in both arrangements, at any time within three years following the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; or

(d)such other events and conditions as the Internal Revenue Service may prescribe.

Anything in this Section 7 to the contrary notwithstanding, no such termination of the Plan may (a) adversely affect a Member’s or Vested Former Member’s benefit under the Plan to which he or she has become entitled in accordance with the Plan as in effect on the date immediately preceding the date of such termination, or (b) adversely affect a Member’s or Vested Former Member’s right or the right of a Surviving Spouse to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such termination, or (c) cause any payment that a Member, Vested Former Member or Surviving Spouse is entitled to receive under this Plan to become subject to an income tax penalty or interest payable under Section 409A of the Code.

7.3No Employment Rights.  Nothing contained herein will confer upon any Member, Former Member or Vested Former Member the right to be retained in the service of the

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Company or any Affiliated Employer, nor will it interfere with the right of the Company or any Affiliated Employer to discharge or otherwise deal with Members, Former Members or Vested Former Members with respect to matters of employment.

7.4Unfunded Status.  Members and Vested Former Members shall have the status of general unsecured creditors of the Company, and this Plan constitutes a mere promise by the Company to make benefit payments at the time or times required hereunder. It is the intention of the Company that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA and any trust created by the Company and any assets held by such trust to assist the Company in meeting its obligations under the Plan shall meet the requirements necessary to retain such unfunded status.

7.5Arbitration.  Any dispute or controversy arising under or in connection with the Plan shall be settled exclusively by arbitration in Fairfield, Connecticut in accordance with the rules of the American Arbitration Association in effect at the time of such arbitration. The Company shall promptly pay or reimburse on a fully grossed-up and after-tax basis (so that the recipient of such reimbursement is held economically harmless) all reasonable costs and expenses (including fees and disbursements of counsel and pension experts) incurred by a Member, Vested Former Member, Former Member or Surviving Spouse to assert rights under this Plan for so long as such rights may exist or in any proceeding in connection therewith brought by a Member, Vested Former Member, Former Member or Surviving Spouse, whether or not such Member, Vested Former Member, Former Member or Surviving Spouse is ultimately successful in enforcing such rights or in such proceeding; provided, however, that no

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reimbursement shall be owed with respect to expenses relating to any unsuccessful assertion of rights or proceeding if and to the extent that such assertion or proceeding was initiated or maintained in bad faith or was frivolous as determined by the arbitrators or a court having jurisdiction over the matter.  The amount of expense eligible for reimbursement in any one taxable year of the Member, Vested Former Member, Former Member or Surviving Spouse shall not affect the amount of expense eligible for reimbursement in any other taxable year of the Member, Vested Former Member, Former Member or Surviving Spouse.  The reimbursement of expenses shall be made each calendar quarter and not later than the last day of the taxable year of the Member, Vested Former Member, Former Member or Surviving Spouse in which the expense was incurred.  The right to reimbursement of any expense under this Section 7.5 shall not be subject to liquidation or exchange for another benefit.

7.6No Alienation.  Except as otherwise provided in Section 3.3(c)(i), a Member’s or Vested Former Member’s right to benefit payments under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of such Member or Vested Former Member or his or her Surviving Spouse.

7.7Withholding.  The Company may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations.

7.8Governing Law.  The Plan shall be governed by and construed in accordance with the laws of the State of Connecticut applicable to contracts made and to be performed in such

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state to the extent not preempted by federal law. Anything in this Plan to the contrary notwithstanding, the terms of this Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder so as not to subject any Member, Vested Former Member or Surviving Spouse to the payment of any tax penalty or interest which may be imposed by Section 409A of the Code and the Company shall have no right to accelerate or make any payment under this Plan except to the extent such action would not subject any Member, Vested Former Member or Surviving Spouse to the payment of any tax penalty or interest under Section 409A of the Code. If a Member, Vested Former Member or Surviving Spouse becomes subject to any tax penalty or interest under Section 409A of the Code by reason of his or her participation in this Plan, the Company shall reimburse such Member, Vested Former Member or Surviving Spouse, as the case may be, on a fully grossed-up and after-tax basis for any such tax penalty or interest (so that the recipient of such reimbursement is held economically harmless) ten business days prior to the date such tax penalty or interest is due and payable by such Member, Vested Former Member or Surviving Spouse to the government.

7.9Successors.  The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform the obligations of the Company under this Plan in the same manner and to the same extent that the Company would have been required to perform such obligations if no such succession had taken place and such assumption shall be an express condition to the consummation of any such purchase, merger, consolidation or other transaction.

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7.10Integration.  In the event of any conflict or ambiguity between this Plan and the terms of any employment agreement between a Member and the Company or any Change in Control Agreement between a Member and the Company (this Plan and any such employment agreement or Change in Control Agreement being collectively referred to herein as the “arrangements”), such conflict or ambiguity shall be resolved in accordance with the terms of that arrangement which are most beneficial to the Member; provided, however, that no such resolution of any such conflict or ambiguity shall operate to cause the Member to receive duplicate payments or benefits under the arrangements.

IMS Health Incorporated

By:

Senior Vice President, Human Resources,

on behalf of the IMS Health Incorporated

Employee Benefits Committee

Date:

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EX-10.6

Exhibit 10.6

IMS HEALTH INCORPORATED

RETIREMENT EXCESS PLAN

As Amended and Restated Effective as of January 1, 2005

TABLE OF CONTENTS

		Page
INTRODUCTION		1
SECTION 1	- DEFINITIONS	2
1.1	“Affiliated Employer”	2
1.2	“Benefit Payment Date”	2
1.3	“Board”	2
1.4	“Cause”	2
1.5	“Change in Control”	3
1.6	“Code”	5
1.7	“Committee”	6
1.8	“Company”	6
1.9	“Designated Beneficiary”	6
1.10	“Disability”	6
1.11	“Effective Date”	6
1.12	“ERISA”	6
1.13	“Good Reason”	6
1.14	“Member”	9
1.15	“Plan”	9
1.16	“Plan Administrator”	9
1.17	“Potential Change in Control”	9
1.18	“Qualified Plan”	10
1.19	“Regulations”	10
1.20	“Retirement Benefit”	10
1.21	“Separation from Service”	10
1.22	“Specified Employee”	10
SECTION 2	- PARTICIPATION	11
2.1	Commencement of Participation	11
SECTION 3	- AMOUNT AND FORM OF BENEFITS	11
3.1	Retirement Benefit	11
3.2	Time and Form of Payment	12
3.3	Nonpayment of Benefits	16
3.4	Notification of Nonpayment of Benefits	18

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3.5	Repayment of Benefits	18
3.6	Change in Control	19
SECTION 4	- DEATH BENEFITS	20
4.1	Death Prior to Benefit Payment	20
4.2	Death On or After Benefit Payment	21
SECTION 5	- PLAN ADMINISTRATOR	21
5.1	Duties and Authority	21
5.2	Presentation of Claims	22
5.3	Claims Denial Notification	22
5.4	Claims Review Procedure	23
5.5	Timing	23
5.6	Final Decision	24
5.7	Delayed Payments	24
SECTION 6	- MISCELLANEOUS	25
6.1	Amendment; Suspension	25
6.2	Termination	26
6.3	No Employment Rights	28
6.4	Unfunded Status	28
6.5	Arbitration	29
6.6	No Alienation	30
6.7	Withholding	30
6.8	Governing Law	30
6.9	Successors	31
6.10	Integration	31
Appendix A		33
Appendix B		34
Appendix C		35

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IMS HEALTH INCORPORATED

RETIREMENT EXCESS PLAN

As Amended and Restated Effective as of January 1, 2005

INTRODUCTION

Effective as of July 1, 1998, the IMS Health Incorporated Retirement Excess Plan (the “Plan”) was established to provide participating employees with retirement benefits in excess of those permitted to be paid under the IMS Health Incorporated Retirement Plan (the “Qualified Plan”) due to the limitations imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the “Code”) and the exclusion from the definition of compensation under the Qualified Plan of amounts deferred under any nonqualified deferred compensation plan. This document represents a complete restatement of the Plan effective as of January 1, 2005.  The provisions of this amendment and restatement of the Plan shall apply to Members of the Plan who have not retired or terminated employment with the Company as of January 1, 2005.  The rights to benefits, if any, of any former Member who retired or otherwise terminated employment before January 1, 2005, together with the amount of such benefits, shall continue to be governed by the provisions of the Plan in effect as of the date of such retirement or termination of employment. In addition, with respect to the Members identified on Appendix A to the Plan, the provisions of this amendment and restatement of the Plan shall apply to benefits they accrue under the Plan after December 31, 2004.  The rights to vested benefits they had accrued under the Plan as of December 31, 2004, together with the amount of such benefits and any elections with respect to such benefits in effect on

December 31, 2004, shall continue to be governed by the provisions of the Plan in effect as of December 31, 2004.

SECTION 1 - DEFINITIONS

1.1 “Affiliated Employer” shall mean an entity affiliated with the Company.

1.2 “Benefit Payment Date” shall mean the date on which a Member’s Retirement Benefit is paid to such Member in accordance with Section 3.2 or to such Member’s Designated Beneficiary in accordance with Section 4.1.

1.3 “Board” shall mean the Board of Directors of IMS Health Incorporated, except that any action authorized to be taken by the Board hereunder may also be taken by a duly authorized committee of the Board or its duly authorized delegees.

1.4“Cause”  A Member shall not be deemed to have been terminated for “Cause” under this Plan unless such Member shall have been terminated for “Cause” under the terms of such Member’s employment agreement or change in control agreement with the Company, if any.  If no such employment agreement or change in control agreement containing a definition of “Cause” shall be in effect, for purposes of this Plan “Cause” shall mean a Member’s:

(a)willful and continued failure to substantially perform his or her duties (other than any such failure resulting from incapacity due to physical or

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mental illness or Disability or any failure after the issuance of a notice of termination by the Member for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of the Company and/or its Affiliated Employers, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to the Member by the Company, which demand specifically identifies the manner in which the Company believes that the Member has not substantially performed his or her duties; or

(b)the willful engaging by the Member in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.

No act, or failure to act, on the part of the Member shall be deemed “willful” unless done, or omitted to be done, by the Member not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.

1.5“Change in Control”  If a “Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s Change in Control Agreement or employment agreement with the Company, if any, then a “Change in Control” shall be deemed to have occurred under this Plan.   Otherwise a “Change in Control” shall be deemed to have occurred if:

(a)any “Person” as such term is used for purposes of  Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

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(other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), becomes the “Beneficial Owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities;

(b)during any period of 24 months (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board, and any new director (other than (i) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 1.5(a), (c), or (d) hereof, (ii) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control, or (iii) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s securities) whose election by the Board or nomination for election by the Company’s stockholders was approved in advance by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period

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or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(c)any transaction (or series of transactions) is consummated under which the Company is merged or consolidated with any other company, other than a merger or consolidation (i) which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66 2/3% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, and (ii) after which no Person holds 20% or more of the combined voting power of the then outstanding securities of the Company or such surviving entity;

(d)a sale or disposition by the Company of all or substantially all of the Company’s assets is consummated or the stockholders of the Company approve a plan of complete liquidation of the Company; or

(e)the Board adopts a resolution to the effect that, for purposes of this Plan, a Change in Control has occurred.

1.6“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

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1.7“Committee” shall mean the the Human Resources Committee of the Board (the Compensation and Benefits Committee before January 1, 2007) or any successor thereto.

1.8“Company” shall mean IMS Health Incorporated.

1.9“Designated Beneficiary”  shall mean one or more persons, estates or other entities, designated in accordance with such procedures as may be specified by the Plan Administrator, that are entitled to receive benefits under the Plan upon the death of a Member and, in the absence of any such designation, the Member’s estate.

1.10“Disability” shall mean with respect to any Member, disability or disabled for purposes of the long-term disability plan of the Company or an Affiliated Employer pursuant to which long-term disability benefits are payable to such Member.

1.11“Effective Date” shall mean July 1, 1998.  The Effective Date of this amendment and restatement shall mean January 1, 2005.

1.12“ERISA”  shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.13“Good Reason”  If a Member shall have terminated employment for “Good Reason” under the terms of such Member’s Change in Control Agreement or employment agreement with the Company, if any, then such Member shall be deemed to have terminated employment for “Good

6

Reason” under this Plan.  Otherwise “Good Reason” shall mean, without the Member’s express written consent, the occurrence of any of the following circumstances unless such circumstances are fully corrected prior to the date of termination specified in the notice of termination given in respect thereof:

(a)the assignment to the Member of any duties inconsistent with the Member’s position in the Company, or an adverse alteration in the nature or status of the Member’s responsibilities or the conditions of the Member’s employment;

(b)a reduction by the Company in the Member’s annual base salary, target bonus or perquisites except for across-the-board perquisite reductions similarly affecting all senior executives of the Company and all senior executives of any Person, as such term is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, in control of the Company;

(c)the relocation of the principal place of the Member’s employment to a location more than 50 miles from the location of such place of employment; for this purpose, required travel on the Company’s business will not constitute a relocation so long as the extent of such travel is substantially consistent with the Member’s customary business travel obligations;

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(d)the failure by the Company to pay to the Member any portion of the Member’s compensation or to pay to the Member any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven days of the date such compensation is due;

(e)the failure by the Company to continue in effect any material compensation or benefit plan in which the Member participated 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 to continue the Member’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 Member’s participation relative to other participants;

(f)the failure of the Company to obtain a satisfactory agreement from any successor to the Company to fully assume the Company’s obligations and to perform under this Plan, as contemplated in Section 6.9 hereof;

(g)with respect to any Member who is a party to an employment agreement or a Change in Control Agreement, any purported termination of such Member’s employment that is not effected pursuant to the notice provisions, if any, in such Member’s employment agreement or Change in Control Agreement.

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1.14 “Member” shall mean an employee of the Company or an Affiliated Employer who becomes a participant in the Plan pursuant to Section 2.

1.15“Plan” shall mean this IMS Health Incorporated Retirement Excess Plan, as embodied herein, and any amendments thereto.

1.16“Plan Administrator” shall mean the Company, except that any action authorized to be taken by the Plan Administrator hereunder may also be taken by any committee or person(s) duly authorized by the Board or the duly authorized delegees of such duly authorized committee or person(s).

1.17“Potential Change in Control”  If a “Potential Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s Change in Control Agreement or employment agreement with the Company, if any, then a “Potential Change in Control” shall be deemed to have occurred under this Plan.  Otherwise a “Potential Change in Control” shall be deemed to have occurred if:

(a)the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(b)any Person (including the Company), as defined in Section 1.5(a) hereof, publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

(c)the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred.

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1.18“Qualified Plan”  shall mean the IMS Health Incorporated Retirement Plan, as the same may be amended from time to time.

1.19“Regulations”  shall mean proposed and final Treasury Regulations, as the same may be amended from time to time.

1.20“Retirement Benefit” shall mean the benefit described in Section 3.1(a) hereof.

1.21“Separation from Service”  shall mean termination of employment with the Company and any Affiliated Employer.  Whether a Member has had a Separation from Service shall be determined by the Plan Administrator on the basis of all relevant facts and circumstances and with reference to Regulations Section 1.409A-1(h).

1.22“Specified Employee”  shall mean an employee who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month period beginning on the first day of the fourth month immediately following the end of such calendar year.

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SECTION 2- PARTICIPATION

2.1Commencement of Participation.  All participants in the Qualified Plan shall be Members in this Plan whenever their benefits under the Qualified Plan, as from time to time in effect, are reduced by reason of the limitations imposed by Sections 401(a)(17) and 415 of the Code or the exclusion from the definition of compensation under the Qualified Plan of amounts deferred under any nonqualified deferred compensation plan.

SECTION 3- AMOUNT AND FORM OF BENEFITS

3.1Retirement Benefit

(a)Retirement Benefit. The Company shall pay to each Member (or such Member’s Designated Beneficiary) a benefit equal to the excess of (i) over (ii), where:

(i)equals the amount of the annual benefit that would be payable to the Member (or his or her Designated Beneficary) under the Qualified Plan if the limitations imposed by Sections 401(a)(17) and 415 of the Code and the exclusion from the definition of compensation under the Qualified Plan of amounts deferred under any nonqualified deferred compensation plan did not apply; and

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(ii)equals the sum of (A) the actual annual benefit payable to the Member (or his or her Designated Beneficiary) from the Qualified Plan and (B) the annual benefit payable to the Member (or his or her Designated Beneficiary) from the Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation (as in effect on October 31, 1996), as determined by the Company in accordance with the methods and assumptions specified in Appendix B to this Plan.

For purposes of this Section 3.1, the annual benefit under the Qualified Plan shall be determined as a life annuity commencing on the Benefit Payment Date, calculated in accordance with the assumptions provided in the Qualified Plan for purposes of determining the accrued benefit thereunder with respect to Benefit Payment Dates occurring on or after the Member’s attainment of age 55 and the assumptions specified in Appendix B for Benefit Payment Dates occurring before the Member’s attainment of age 55.

Notwithstanding the foregoing, no benefits shall be payable hereunder unless the Member has a nonforfeitable right to benefits under the Qualified Plan.

3.2Time and Form of Payment.

(a)Until January 1, 2009, a Member’s Retirement Benefit shall be payable at the same time and in the same form as the Member’s benefits under the Qualified Plan; however, if a Member shall have made an election in

12

accordance with Section 3.2(c) to receive his or her Retirement Benefit in the form of a lump sum, such Retirement Benefit shall be paid in a lump sum at the same time as the Member’s benefits under the Qualified Plan.

(b)Effective January 1, 2009, a Member’s Retirement Benefit shall automatically be paid in the form of a lump sum in the payroll period next following the payroll period in which occurs the later of:  (i) the Member’s attainment of age 55; or (ii) the Member’s Separation from Service.

(c)Notwithstanding Section 3.2(a), any lump sum election made in accordance with the terms of the Plan in effect prior to January 1, 2005 shall continue to be effective with respect to a Retirement Benefit or Deferred Vested Benefit payable before January 1, 2009. In addition, a Member (i) who accrues a Retirement Benefit with respect to periods prior to January 1, 2009, and (ii) to whom distributions have not commenced, shall be permitted to elect, on or before December 31, 2008, on forms to be provided by the Plan Administrator, whether payment of the Retirement Benefit to which such Member may become entitled shall be paid in a lump sum provided that with respect to an election made in  2005, 2006, 2007 or 2008, the election may apply only to Retirement Benefits that would not otherwise be payable in the calendar year in which the election is made and may not cause a Retirement Benefit to be paid in such calendar year that would not otherwise be payable in such calendar year.

13

(d)The lump sum payment of a Member’s Retirement Benefit shall equal the present value of such benefit, and such present value shall be determined on the basis of:  (i) a discount rate equal to 85% of the average of the 15-year non-callable U.S. Treasury bond yields (or, in the event that 15-year non-callable U.S. Treasury bond yields are unavailable, such proxy for the same as the Plan Administrator may reasonably select) as of the close of business on the last business day of each of the three months immediately preceding the Benefit Payment Date, and (ii) the 1983 Group Annuity Mortality Table.

(e)Anything in this Plan to the contrary notwithstanding, payment to any Specified Employee upon Separation from Service shall not be made before the date that is six months after the date of Separation from Service (or, if earlier, the date of death of such Specified Employee). Any payment due within such six-month period will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365. The adjusted lump sum payment shall be made at the beginning of the seventh month following the Member’s Separation from Service.  The six-month delay in payment described herein shall not apply,

14

however, to any payment made under the circumstances described in Section 3.2(f).

(f)The preceding provisions of this Section 3.2 to the contrary notwithstanding, a payment to or on behalf of a Member shall be accelerated under each of the following circumstances:

(i)if payment is required to be made to an individual other than the Member to fulfill a domestic relations order as defined in Section 414(p)(1)(B) of the Code;

(ii)to the extent that payment is reasonably necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law as provided in Regulations Section 1.409A-3(j)(4)(iii); or

(iii)if all or a portion of the Retirement Benefit payable to a Member  or Designated Beneficiary constitutes taxable income to such Member or Designated Beneficiary for any taxable year that is prior to the taxable year in which such Retirement Benefit is to be paid to such Member or Designated Beneficiary as a result of the Plan’s failure to comply with the requirements of Section 409A of the Code and the Regulations thereunder, the Retirement Benefit shall be immediately paid to such Member or Designated Beneficiary to the extent that such Retirement Benefit is required to be included in income.  As provided in Section 6.8, the

15

Company shall reimburse such Member or Designated Beneficiary on a fully grossed-up and after-tax basis for any tax penalty or interest payable in connection with such income inclusion (so that the recipient of such reimbursement is held economically harmless).

(g)The provisions of this Section 3.2 to the contrary notwithstanding, a payment to a Member (or his or her Designated Beneficiary) may be delayed to a date after the designated Benefit Payment Date if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Member (or his or her Designated Beneficiary) and such delay is for reasons that are commercially reasonable, provided that payment is made as soon as payment is administratively practicable.  Any payment delayed pursuant to this Section 3.2(g) will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365.

3.3Nonpayment of Benefits.  Subject to Section 3.6 hereof, no benefits shall be paid to a Member or Designated Beneficiary if the Member has:

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(a)become a stockholder (unless such stock is listed on a national securities exchange or traded on a daily basis in the over-the-counter market and the Member’s ownership interest is not in excess of 2% of the company whose shares are being purchased), employee, officer, director or consultant of or to a company, or a member or an employee of or a consultant to a partnership or any other business or firm, which competes with any of the businesses identified in the Company’s Employee Protection Plan, or such Member accepts any form of compensation from such competing entity;

(b)been discharged from employment with the Company or any Affiliated Employer for Cause;

(c)failed to retain in confidence any and all confidential information concerning the Company or any Affiliated Employer and its respective business which was known or became known to the Member, except as otherwise required by law and except information (i) ascertainable or obtained from public information, (ii) received by the Member at any time after the Member’s Separation from Service, from a third party not employed by or otherwise affiliated with the Company or any Affiliated Employer, or (iii) which was or became known to the public by any means other than a breach of this Section 3.3; or

(d)made disparaging comments about the Company or any Affiliated Employer in any communications, written or oral, with any individual, company, government body or agency or any other entity whatsoever.  For

17

purposes hereof,  “disparage” shall mean any communication, including, but not limited to, any statements, actions or insinuations, made either directly or through a third party, that would tend to lessen the standing or stature of  the Company or any Affiliated Employer in the eyes of a customer, a prospective customer, a shareholder or a prospective shareholder.

3.4Notification of Nonpayment of Benefits.  Subject to Section 3.6 hereof, in any case described in Section 3.3, the Member or Designated Beneficiary shall be given prior written notice that no benefits will be paid to such Member or Designated Beneficiary and shall be provided an opportunity to be heard prior to any such nonpayment of benefits.  Such written notice shall specify the particular act(s), or failures to act, and the basis on which the decision not to pay his or her benefits has been made.

3.5Repayment of Benefits. Subject to Section 3.6 hereof, a Member who is paid his or her Retirement Benefit, shall receive such Retirement Benefit  subject to the condition that if such Member engages in any of the acts described in Section 3.3, then such Member shall, within 60 days after written notice by the Company specifying the particular act(s), or failures to act, and the basis on which the decision to recover such Retirement Benefit has been made, repay to the Company the entire amount of the Retirement Benefit previously paid to such Member.

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 3.6Change in Control.

(a)Anything in this Plan to the contrary notwithstanding:

(i)Any Member, whose employment with the Company or an Affiliated Employer is involuntarily terminated by the Company or an Affiliated Employer at or within two years following a Change in Control for a reason other than Cause or whose employment is voluntarily terminated by the Member with Good Reason at or within two years following a Change in Control shall be deemed to have a nonforfeitable right to his or her Retirement Benefit under this Plan and the time of payment of such Retirement Benefit under Section 3.2 shall be determined without regard to whether the Member has attained age 55.

(ii)In the event of a Potential Change in Control or Change in Control, the Company shall, not later than 15 days thereafter, have established one or more so-called “rabbi” trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential benefits payable under the Plan at or following a Change in Control; provided, however, that no such deposit shall be made if it would cause a violation of the funding limitations of Section 409A(b)(3) of the Code.  Such rabbi trust(s) shall be irrevocable and shall provide that the Company may not, directly or indirectly, use or recover any assets of the trust(s) until such time as all obligations which potentially could arise hereunder have been settled and paid in full, subject only to the claims of

19

creditors of the Company in the event of insolvency or bankruptcy of the Company; provided, however, that if no Change in Control has occurred within two years after such Potential Change in Control, such rabbi trust(s) shall at the end of such two-year period become revocable and may thereafter be revoked by the Company.

(iii)The provisions of Sections 3.3 through 3.5 shall be of no force or effect with respect to Members who have a Separation from Service for the reasons described in Section 3.6(a)(i) within a two-year period following a Change in Control.

SECTION 4- DEATH BENEFITS

 4.1Death Prior to Benefit Payment.  Until January 1, 2009, if a Member who is vested in his or her benefit under the Qualified Plan dies prior to his or Benefit Payment Date under this Plan, such Member’s Designated Beneficiary shall be paid the benefit provided in Section 3.1(a) in the same form and at the same time as provided under the Qualified Plan unless such Member shall have made a lump sum election as provided in Section 3.2(c) in which case such benefit shall be payable to the Member’s Designated Beneficiary in the form of a lump sum as provided in such election. From and after January 1, 2009, if a Member who is vested in his or her benefit under the Qualified Plan dies prior to his or her Benefit Payment Date under this Plan, such Member’s Designated Beneficiary shall be paid the benefit provided in Section 3.1(a) in the form of a lump

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sum.  The amount of any lump sum payment shall be determined using the actuarial assumptions set forth in Section 3.2(d). Payment of such benefit upon the death of a Member shall be made on the first day of the month next following the month in which the Member’s death occurs.

 4.2Death On or After Benefit Payment . No benefit shall be payable to the Designated Beneficiary of a Member whose Retirement Benefit was paid or commenced prior to his or her death except to the extent that such Retirement Benefit commenced to be paid prior to January 1, 2009 in the form of an annuity that included survivor benefits, in which case the survivor benefits shall be payable in accordance with such annuity.

SECTION 5 - PLAN ADMINISTRATOR

 5.1Duties and Authority.  The Plan Administrator shall be responsible for the administration of the Plan and may delegate to any management committee, employee, director or agent its responsibility to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion; provided, that such delegation shall be subject to revocation at any time at the Plan Administrator’s discretion.  The Plan Administrator shall have the sole discretion to determine all questions arising in connection with the Plan, to interpret the provisions of the Plan and to construe all of its terms, to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the

21

Plan as may be necessary or advisable.  All such actions of the Plan Administrator shall be conclusive and binding upon all Members, Designated Beneficiaries and other persons.

 5.2Presentation of Claims.  Claims for benefits shall be filed in writing with the Plan Administrator.  Written or electronic notice of the disposition of a claim shall be furnished to the claimant within 90 days after the claim is filed (or within 180 days if special circumstances require an extension of time for processing the claim and if notice of such extension and circumstances is provided to the claimant within the initial 90-day period.)

 5.3Claims Denial Notification.  If a claim is wholly or partially denied, the Plan Administrator shall furnish to the claimant a written notice setting forth in a manner calculated to be understood by the claimant:

(a)the specific reason(s) for denial;

(b)specific reference(s) to pertinent Plan provisions on which any denial is based;

(c)a description of any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary;

(d)an explanation of the Plan’s claims review procedures and the applicable time limits for such procedures; and

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(e)a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

5.4Claims Review Procedure.  Upon a denial, the claimant is entitled (either in person or by his duly authorized representative) to:

(a)request a subsequent review of the claim by the Plan Administrator upon written application for review made to the Plan Administrator.  In the case of a denial as to which written notice of denial has been given to the claimant, any such request for review of the claim must be made within 60 days after receipt by the claimant of such notice.  A claimant must submit a written application for review before the claimant is permitted to bring a civil action for benefits;

(b)review pertinent documents relating to the denial; and

(c)submit written comments, documents, records and other information relating to the claim.

5.5Timing.  The Plan Administrator shall make its decision and notify the claimant with respect to a claim not later than 60 days after receipt of the request.  Such 60-day period may be extended for another period of 60 days if the Plan Administrator finds that special circumstances require an extension of time for processing and notice of the extension and special circumstances is provided to the claimant within the initial 60-day period.

23

 5.6Final Decision.  The claim for review shall be given a full and fair review that takes into account all comments, documents, records and other information submitted that relates to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  The Plan Administrator shall provide the claimant with written or electronic notice of the decision in a manner calculated to be understood by the claimant.  The notice shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA, and a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim.  A document is relevant to the claim if it was relied upon in making the determination, was submitted, considered or generated in the course of making the determination or demonstrates that benefit determinations are made in accordance with the Plan and that Plan provisions have been applied consistently with respect to similarly situated claimants.

 5.7 Delayed Payments.  If the Plan Administrator shall approve the payment of a claim for benefits filed in accordance with the claims procedures set forth hereinabove, any payment delayed pending the resolution of such claim will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill

24

annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365.

SECTION 6- MISCELLANEOUS

 6.1Amendment; Suspension.  The Board, may, in its sole discretion suspend or amend this Plan at any time or from time to time, in whole or in part and the Employee Benefits Committee of the Company may amend the Plan without the approval of the Board with respect to amendments that such Committee determines do not have a significant effect on the cost of the Plan; provided, however, that no such suspension or amendment of the Plan may (a) adversely affect a Member’s benefit under the Plan to which he or she has become entitled in accordance with the Plan as in effect on the date immediately preceding the date of such suspension or amendment, or (b) adversely affect a Member’s right or the right of a Designated Beneficiary to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such suspension or amendment, or (c) cause any payment that a Member or Designated Beneficiary is entitled to receive under this Plan to become subject to an income tax penalty or interest payable under Section 409A of the Code.

25

 6.2Termination This Plan may be terminated and lump sum distributions made to Members (or their Designated Beneficiaries) of their Retirement Benefits hereunder only in accordance with one of the following methods:

(a)within twelve months of a dissolution of the Company taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1(A), provided that Members’ Retirement Benefits are included in their gross incomes in the latest of :  (i) the calendar year in which the Plan termination and liquidation occurs; or (ii) the first calendar year in which the payment is administratively practicable;

(b)within the thirty days preceding or the twelve months following a change in control as defined in Regulations Section 1.409A-2(g)(4)(i), provided that all agreements, methods, programs, and other arrangements sponsored by the service recipient, as defined in Regulations Section 1.409A-1(g), immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Regulations Section 1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the change in control event, so that under the terms of the termination and liquidation all such participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within twelve months of the date the service recipient irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements, provided that the

26

service recipient with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation;

(c)(i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; (ii) all arrangements sponsored by the Company that would be aggregated with any terminated arrangement under Regulations Section 1.409A-1(c) if the same Member participated in all of the arrangements are terminated; (iii) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within twelve months of the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; (iv) all payments are made within twenty-four months of the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; and (v) the Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Regulations Section 1.409A-1(c) if the same Member participated in both arrangements, at any time within three years following the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; or

 (d)such other events and conditions as the Internal Revenue Service may prescribe.

27

Anything in this Section 6.2 to the contrary notwithstanding, no such termination of the Plan may (a) adversely affect a Member’s benefit under the Plan to which he or she has become entitled in accordance with the Plan as in effect on the date immediately preceding the date of such termination, or (b) adversely affect a Member’s right or the right of a Designated Beneficiary to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such termination, or (c) cause any payment that a Member or Designated Beneficiary is entitled to receive under this Plan to become subject to an income tax penalty or interest payable under Section 409A of the Code.

 6.3No Employment Rights.  Nothing contained herein will confer upon any Member the right to be retained in the service of the Company or any Affiliated Employer, nor will it interfere with the right of the Company or any Affiliated Employer to discharge or otherwise deal with Members with respect to matters of employment.

 6.4Unfunded Status.  Members shall have the status of general unsecured creditors of the Company, and this Plan constitutes a mere promise by the Company to make benefit payments at the time or times required hereunder. It is the intention of the Company that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA and any trust created by the Company and any assets held by such trust to assist the Company in meeting its obligations under the Plan shall meet the requirements necessary to retain such unfunded status.

28

 6.5Arbitration.  Any dispute or controversy arising under or in connection with the Plan shall be settled exclusively by arbitration in Fairfield, Connecticut in accordance with the rules of the American Arbitration Association in effect at the time of such arbitration.  The Company shall promptly pay or reimburse on a fully grossed-up and after-tax basis (so that the recipient of such reimbursement is held economically harmless) all reasonable costs and expenses (including fees and disbursements of counsel and pension experts) incurred by a Member or Designated Beneficiary to assert rights under this Plan for so long as such rights may exist or in any proceeding in connection therewith brought by a Member or Designated Beneficiary, whether or not such Member or Designated Beneficiary is ultimately successful in enforcing such rights or in such proceeding; provided, however, that no reimbursement shall be owed with respect to expenses relating to any unsuccessful assertion of rights or proceeding if and to the extent that such assertion or proceeding was initiated or maintained in bad faith or was frivolous as determined by the arbitrators or a court having jurisdiction over the matter.  The amount of expense eligible for reimbursement in any one taxable year of the Member or Designated Beneficiary shall not affect the amount of expense eligible for reimbursement in any other taxable year of the Member or Designated Beneficiary.  The reimbursement of expenses shall be made each calendar quarter and not later than the last day of the taxable year of the Member or Designated Beneficiary in which the expense was incurred.  The right to

29

reimbursement of any expense under this Section 6.5 shall not be subject to liquidation or exchange for another benefit.

 6.6No Alienation.  Except as otherwise provided in Section 3.2(f)(i), a Member’s right to benefit payments under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of such Member or his or her Designated Beneficiary.

 6.7Withholding.  The Company may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations.

 6.8Governing Law.  The Plan shall be governed by and construed in accordance with the laws of the State of Connecticut applicable to contracts made and to be performed in such state to the extent not preempted by federal law. Anything in this Plan to the contrary notwithstanding, the terms of this Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder so as not to subject any Member or Designated Beneficiary to the payment of any tax penalty or interest which may be imposed by Section 409A of the Code and the Company shall have no right to accelerate or make any payment under this Plan except to the extent such action would not subject any Member or Designated Beneficiary to the payment of any tax penalty or interest under Section 409A of the Code. If a Member or Designated Beneficiary becomes

30

subject to any tax penalty or interest under Section 409A of the Code by reason of his or her participation in this Plan, the Company shall reimburse such Member or Designated Beneficiary, as the case may be, on a fully grossed-up and after-tax basis for any such tax penalty or interest (so that the recipient of such reimbursement is held economically harmless) ten business days prior to the date such tax penalty or interest is due and payable by such Member or Designated Beneficiary to the government.

 6.9Successors.  The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform the obligations of the Company under this Plan in the same manner and to the same extent that the Company would have been required to perform such obligations if no such succession had taken place and such assumption shall be an express condition to the consummation of any such purchase, merger, consolidation or other transaction.

 6.10Integration.  In the event of any conflict or ambiguity between this Plan and the terms of any employment agreement between a Member and the Company or any Change in Control Agreement between a Member and the Company (this Plan and any such employment agreement or Change in Control Agreement being collectively referred to herein as the “arrangements”), such conflict or ambiguity shall be resolved in

31

accordance with the terms of that arrangement which are most beneficial to the Member; provided, however, that no such resolution of any such conflict or ambiguity shall operate to cause the Member to receive duplicate payments or benefits under the arrangements.

IMS Health Incorporated

By:

Senior Vice President, Human Resources,

on behalf of the IMS Health Incorporated

Employee Benefits Committee

Date:

32

Appendix A

David R. Carlucci

Robert H. Steinfeld

David M. Thomas

33

Appendix B

The benefits payable from the Pension Benefit Equalization Plan of the Dun & Bradstreet Corporation (the “Excess Plan”) to Members of this Plan shall be determined as the benefit accrued by the Member under the Excess Plan as of December 31, 1996, calculated on the assumption that such benefit is payable monthly in the form of a single life annuity commencing on the first day of the month coincident with or next following the date the Member attains age 55 and computed on the basis of the mortality rates shown in Appendix C of this Plan and 6.75% interest.

34

APPENDIX C

MORTALITY RATES

Age	Participant	Beneficiary
25	.000581	.000470
26	.000610	.000497
27	.000644	.000526
28	.000681	.000557
29	.000720	.000591
30	.000763	.000629
31	.000811	.000669
32	.000866	.000714
33	.000923	.000762
34	.000988	.000814
35	.001059	.000873
36	.001136	.000936
37	.001223	.001077
38	.001318	.001084
39	.001423	.001168
40	.001539	.001261
41	.001682	.001369
42	.001869	.001497
43	.002097	.001647
44	.002364	.001815
45	.002670	.002005
46	.003011	.002216
47	.003388	.002449
48	.003797	.002705
49	.004241	.002983
50	.004717	.003289
51	.005216	.003594
52	.005746	.003926
53	.006310	.004288
54	.006907	.004683
55	.007538	.005112
56	.008206	.005588
57	.008916	.006123
58	.009679	.006729
59	.010510	.007415
60	.011426	.008190
61	.012449	.009063
62	.013608	.010042
63	.014928	.011131
64	.016449	.012338
65	.018207	.013671
66	.020245	.015129
67	.022388	.016662

35

Age	Participant	Beneficiary
68	.024559	.018359
69	.026871	.020335
70	.029559	.022766
71	.032952	.025919
72	.036762	.029529
73	.040907	.033496
74	.045427	.037808
75	.050298	.042428
76	.055809	.047551
77	.062080	.053217
78	.069068	.059419
79	.076746	.066162
80	.084955	.073330
81	.093582	.080901
82	.102603	.088868
83	.111984	.097236
84	.121754	.106074
85	.131910	.115436
86	.142522	.125403
87	.153693	.136075
88	.165518	.147557
89	.178093	.159954
90	.191529	.173397
91	.203702	.185997
92	.216646	.199614
93	.230478	.214387
94	.245331	.230463
95	.261353	.248008
96	.278704	.267202
97	.297562	.288242
98	.318124	.311344
99	.340598	.336741
100	.365204	.364688
101	.392179	.395460
102	.421772	.429358
103	.455805	.467222
104	.496440	.510917
105	.545840	.562310
106	.606167	.623265
107	.679585	.695646
108	.768255	.781319
109	.874340	.882150
110	.999999	.999999

36

EX-10.7

Exhibit 10.7

IMS HEALTH INCORPORATED

SAVINGS EQUALIZATION PLAN

As Amended and Restated Effective January 1, 2005

I.Purpose of the Plan

The purpose of the IMS Health Incorporated Savings Equalization Plan (the “Plan”) is to provide a means of equalizing the benefits of those employees participating in the IMS Health Incorporated Savings Plan (the “401(k) Plan”) whose matching contributions under the 401(k) Plan are or will be limited by the application of Sections 401(a)(17) or 415 of the Internal Revenue Code of 1986, as amended (the “Code”), or by reason of the exclusion from the definition of compensation under the 401(k) Plan of amounts deferred under any nonqualified deferred compensation plan maintained by IMS Health Incorporated (the “Corporation”).  The Plan is intended to be an “excess benefit plan” as that term is defined in section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to those participants whose benefits under the 401(k) Plan have been limited by Section 415 of the Code, and a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of ERISA.

II.Participation in the Plan

All members of the 401(k) Plan shall be eligible to participate in this Plan whenever their benefits under the 401(k) Plan as from time to time in effect would exceed the limitations on benefits and contributions imposed by Sections 401(a)(17) or 415 of the Code or would be limited by reason of the exclusion from the definition of compensation under the 401(k) Plan of amounts deferred under any nonqualified deferred compensation plan maintained by the Corporation.  For purposes of this Plan, benefits of a participant in this Plan shall be determined as though no provisions were contained in the 401(k) Plan incorporating limitations imposed by Sections 401(a)(17) or 415 of the Code or excluding from the definition of compensation under the 401(k) Plan amounts deferred under any nonqualified deferred compensation plan maintained by the Corporation.

III.Equalized Benefits

If member participating contributions or Corporation contributions to the 401(k) Plan for any calendar year are limited by reason of the application of Sections 401(a)(17) or 415 of the Code or the exclusion from the definition of compensation under the 401(k) Plan of amounts deferred under any nonqualified deferred compensation plan maintained by the Corporation, the Corporation shall pay the participant in this Plan, on or after January 1^st and on or before March 15th of the following year, an amount equal to:

(1)the Corporation matching contributions that otherwise would have been credited to such participant’s account under the 401(k) Plan if the limitations imposed by Sections 401(a)(17) and 415 of the Code

and the exclusion from the definition of compensation under the 401(k) Plan of amounts deferred under any nonqualified deferred compensation plan maintained by the Corporation did not apply, plus

(2)an interest factor equal to one-half of the annual return which would have been received by the participant had such payment been invested eighty percent (80%) in the fixed income fund and twenty percent (20%) in the equity index fund available as investment funds under the 401(k) Plan during the year prior to the year of payment, less

(3)any applicable withholding taxes.

IV.Death

Upon the death of a participant in this Plan, the benefits otherwise payable to such participant pursuant to Article III shall be paid at the time provided in Article III to such participant’s designated beneficiary and in the absence of any such designation, to such participant’s estate.

V.Administration of the Plan

The Corporation shall administer the Plan, except that any action authorized to be taken by the Corporation hereunder may also be taken by any committee or person(s) duly authorized by the Board of Directors of the Corporation or the duly authorized delegees of such duly authorized committee or person(s).  The Corporation shall have full authority to determine all questions arising in connection with the Plan, including interpreting its provisions and construing all of its terms; may adopt procedural rules; and may employ and rely on such legal counsel, such actuaries, such accountants and such agents as it may deem advisable to assist in the administration of the Plan.  All of its rules, interpretations and decisions shall be applied in a uniform manner to all participants similarly situated and decisions of the Corporation shall be conclusive and binding on all persons.

VI.Claims

Presentation of Claims.  Claims for benefits shall be filed in writing with the Plan Administrator.  Written or electronic notice of the disposition of a claim shall be furnished to the claimant within 90 days after the claim is filed (or within 180 days if special circumstances require an extension of time for processing the claim and if notice of such extension and circumstances is provided to the claimant within the initial 90-day period.)

Claims Denial Notification.  If a claim is wholly or partially denied, the Plan Administrator shall furnish to the claimant a written notice setting forth in a manner calculated to be understood by the claimant:

·the specific reason(s) for denial;

2

·specific reference(s) to pertinent Plan provisions on which any denial is based;

·a description of any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary;

·an explanation of the Plan’s claims review procedures and the applicable time limits for such procedures; and

·a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

Claims Review Procedure.  Upon a denial, the claimant is entitled (either in person or by his duly authorized representative) to:

·request a subsequent review of the claim by the Plan Administrator upon written application for review made to the Plan Administrator. Any such request for review of the claim must be made within 60 days after receipt by the claimant of such notice.  A claimant must submit a written application for review before the claimant is permitted to bring a civil action for benefits;

·review pertinent documents relating to the denial; and

·submit written comments, documents, records and other information relating to the claim.

Timing.  The Plan Administrator shall make its decision and notify the claimant with respect to a claim not later than 60 days after receipt of the request.  Such 60-day period may be extended for another period of 60 days if the Plan Administrator finds that special circumstances require an extension of time for processing and notice of the extension and special circumstances is provided to the claimant within the initial 60-day period.

Final Decision.  The claim for review shall be given a full and fair review that takes into account all comments, documents, records and other information submitted that relates to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  The Plan Administrator shall provide the claimant with written or electronic notice of the decision in a manner calculated to be understood by the claimant.  The notice shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA, and a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim.  A document is relevant to the claim if it was relied upon in making the determination, was submitted, considered or generated in the course of making the determination or demonstrates that benefit determinations are made in accordance with the Plan and that Plan provisions have been applied consistently with respect to similarly situated claimants.

3

Delayed Payments.  If the Plan Administrator shall approve the payment of a claim for benefits filed in accordance with the claims procedures set forth hereinabove, any payment delayed pending the resolution of such claim will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365.

Arbitration. Any dispute or controversy arising under or in connection with the Plan shall be settled exclusively by arbitration in Fairfield, Connecticut in accordance with the rules of the American Arbitration Association in effect at the time of such arbitration. The Corporation shall promptly pay or reimburse on a fully grossed-up and after-tax basis (so that the recipient of such reimbursement is held economically harmless) all reasonable costs and expenses (including fees and disbursements of counsel and pension experts) incurred by a participant or beneficiary to assert rights under this Plan, for so long as such rights may exist, or in any proceeding in connection therewith brought by a participant or beneficiary, whether or not such participant or beneficiary is ultimately successful in enforcing such rights or in such proceeding; provided, however, that no reimbursement shall be owed with respect to expenses relating to any unsuccessful assertion of rights or proceeding if and to the extent that such assertion or proceeding was initiated or maintained in bad faith or was frivolous as determined by the arbitrators or a court having jurisdiction over the matter.  The amount of expense eligible for reimbursement in any one taxable year of the participant or beneficiary shall not affect the amount of expense eligible for reimbursement in any other taxable year of the participant or beneficiary.  The reimbursement of expenses shall be made each calendar quarter and not later than the last day of the taxable year of the participant or beneficiary in which the expense was incurred.  The right to reimbursement of any expense hereunder shall not be subject to liquidation or exchange for another benefit.

VII.Miscellaneous

This Plan may be terminated at any time by the Board of Directors of the Corporation, in which event the rights of participants to their accrued benefits shall become nonforfeitable.  This Plan may also be amended at any time by the Board of Directors of the Corporation and the Employee Benefits Committee of the Corporation may amend the Plan without the approval of the Board of Directors of the Corporation with respect to amendments that such Committee determines do not have a significant effect on the cost of the Plan; provided, however, that no such amendment of the Plan may (1) adversely affect a participant’s benefit under the Plan to which he or she has become entitled in accordance with the Plan as in effect on the date immediately preceding the date of such amendment, or (2) adversely affect a participant’s right or the right of a participant’s beneficiary to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such amendment, or (3) cause any payment that a participant or beneficiary is entitled to receive under this Plan to become subject to an income tax penalty or interest payable under Section 409A of the Code.

Benefits payable under this Plan shall not be funded and shall be made out of the general funds of the Corporation; provided, however, that the Corporation reserves the right to establish

4

a trust fund as an alternate source of benefits payable under the Plan and to the extent payments are made from such trust, such payments will satisfy the Corporation’s obligations under this Plan.

No right to payment or any other interest under this Plan may be alienated, sold, transferred, pledged, assigned, or made subject to attachment, execution, or levy of any kind.

Nothing in this Plan shall be construed as giving any employee the right to be retained in the employ of the Corporation.  The Corporation expressly reserves the right to dismiss any employee at any time without regard to the effect which such dismissal might have upon him under the Plan.

The Corporation may withhold from any benefits under the Plan an amount sufficient to satisfy its tax withholding obligations.

This Plan shall be construed, administered and enforced according to the laws of the State of Connecticut applicable to contracts made and to be performed in such state to the extent not preempted by federal law. Anything in this Plan to the contrary notwithstanding, the terms of this Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Treasury Regulations thereunder including the exception for short-term deferrals under Section 1.409A-1(b)(4) of the Treasury Regulations so as not to subject any participant or beneficiary to the payment of any tax penalty or interest which may be imposed by Section 409A of the Code and the Corporation shall have no right to accelerate, defer or make any payment under this Plan except to the extent such action would not subject any participant or beneficiary to the payment of any tax penalty or interest under Section 409A of the Code.  If a participant or beneficiary becomes subject to any tax penalty or interest under Section 409A of the Code by reason of his or her participation in this Plan, the Corporation shall reimburse such participant or beneficiary, as the case may be, on a fully grossed-up and after-tax basis for any such tax penalty or interest (so that the recipient of such reimbursement is held economically harmless) ten business days prior to the date such tax penalty or interest is due and payable by such participant or beneficiary to the government.

The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation to expressly assume and agree to perform the obligations of the Corporation under this Plan in the same manner and to the same extent that the Corporation would have been required to perform such obligations if no such succession had taken place and such assumption shall be an express condition to the consummation of any such purchase, merger, consolidation or other transaction.

Date:	IMS Health Incorporated
	By:
	Senior Vice President, Human Resources,
	on behalf of the IMS Health Incorporated
	Employee Benefits Committee

5

EX-10.8

Exhibit 10.8

IMS HEALTH INCORPORATED

DEFINED CONTRIBUTION EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective as of January 1, 2009

TABLE OF CONTENTS

		Page
INTRODUCTION		1
SECTION 1 - DEFINITIONS		1
1.1	“Affiliated Employer”	1
1.2	“Basic Disability Plan”	1
1.3	“Basic Plan”	1
1.4	“Basic Rate”	2
1.5	“Benefit Payment Date”	2
1.6	“Board”	2
1.7	“Cause”	2
1.8	“CEO”	3
1.9	“Change in Control”	3
1.10	“Change in Control Agreement”	5
1.11	“Code”	6
1.12	“Committee”	6
1.13	“Company”	6
1.14	“Compensation”	6
1.15	“Designated Beneficiary”	6
1.16	“Disability” or “Disabled”	7
1.17	“Effective Date”	7
1.18	“Entry Age”	7
1.19	“ERISA”	7
1.20	“Former Member”	7
1.21	“Good Reason”	7
1.22	“Investment Credits”	9
1.23	“Member”	10
1.24	“Past Service”	10
1.25	“Past Service Contributions Rate”	10
1.26	“Plan”	11
1.27	“Plan Administrator”	11
1.28	“Potential Change in Control”	11
1.29	“Regulations”	12
1.30	“Retirement”	12
1.31	“Retirement Account”	12
1.32	“Retirement Benefit”	12
1.33	“Retirement Credits”	12
1.34	“Separation from Service”	12
1.35	“Service”	12
1.36	“Specified Employee”	13
1.37	“Vested Former Member”	13

i

SECTION 2 - PARTICIPATION		14
2.1	Commencement of Participation	14
2.2	Termination of Participation	14
SECTION 3 - AMOUNT AND FORM OF BENEFITS		15
3.1	Retirement Benefit	15
3.2	Time and Form of Payment	17
3.3	Nonpayment of Benefits	21
3.4	Notification of Nonpayment of Benefits	22
3.5	Repayment of Benefits	23
3.6	Change in Control	23
SECTION 4 - DEATH BENEFITS		26
4.1	Death Prior to Benefit Payment Date	26
4.2	Death On or After Benefit Payment Date	27
SECTION 5 - PLAN ADMINISTRATOR		27
5.1	Duties and Authority	27
5.2	Presentation of Claims	27
5.3	Claims Denial Notification	28
5.4	Claims Review Procedure	28
5.5	Timing	29
5.6	Final Decision	29
5.7	Delayed Payments	30
SECTION 6- MISCELLANEOUS		31
6.1	Amendment; Suspension	31
6.2	Termination	33
6.3	No Employment Rights	37
6.4	Unfunded Status	37
6.5	Arbitration	38
6.6	No Alienation	39
6.7	Withholding	39
6.8	Governing Law	39
6.9	Successors	40
6.10	Integration	40
Appendix A		42
Appendix B		43

ii

IMS HEALTH INCORPORATED

DEFINED CONTRIBUTION EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective as of January 1, 2009

INTRODUCTION

Effective as of January 1, 2007, the IMS Health Incorporated Defined Contribution Executive Retirement Plan (the “Plan”) was established to provide a means of ensuring the payment of a competitive level of retirement and survivor benefits, and thereby attract, retain and motivate a select group of executives of IMS Health Incorporated and its affiliated employers. This document represents a complete restatement of the Plan effective as of January 1, 2009.

SECTION 1 - DEFINITIONS

1.1“Affiliated Employer” shall mean an entity affiliated with the Company.

1.2“Basic Disability Plan” shall mean as to any Member the long-term disability plan of the Company or an Affiliated Employer pursuant to which long-term disability benefits are payable to such Member.

1.3“Basic Plan” shall mean as to any Member or Vested Former Member the defined benefit pension plan of the Company or an Affiliated Employer intended to meet the requirements of Code Section 401(a) pursuant to which retirement benefits are payable to such Member or Vested Former Member or to the Designated Beneficiary of a deceased Member or Vested Former Member.

1.4“Basic Rate” shall mean, with respect to any Member, the percentage specified in Appendix A to this Plan which is applicable to a Member whose Entry Age is the same as such Member’s Entry Age.

1.5“Benefit Payment Date” shall mean the date on which a Member’s or Vested Former Member’s Retirement Benefit is paid to such Member or Vested Former Member in accordance with Section 3.2 or to such Member’s or Vested Former Member’s Designated Beneficiary in accordance with Section 4.1.

1.6“Board” shall mean the Board of Directors of IMS Health Incorporated, except that any action authorized to be taken by the Board hereunder may also be taken by a duly authorized committee of the Board or its duly authorized delegees.

1.7“Cause”  A Member shall not be deemed to have been terminated for “Cause” under this Plan unless such Member shall have been terminated for “Cause” under the terms of such Member’s employment agreement or Change in Control Agreement with the Company, if any.  If no such employment agreement or Change in Control Agreement containing a definition of “Cause” shall be in effect, for purposes of this Plan “Cause” shall mean a Member’s:

(a)willful and continued failure to substantially perform his or her duties (other than any such failure resulting from incapacity due to physical or mental illness or Disability or any failure after the issuance of a notice of

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termination by the Member for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of the Company and/or its Affiliated Employers, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to the Member by the Company, which demand specifically identifies the manner in which the Company believes that the Member has not substantially performed his or her duties; or

(b)the willful engaging by the Member in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.

No act, or failure to act, on the part of the Member shall be deemed “willful” unless done, or omitted to be done, by the Member not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.

1.8“CEO” shall mean the Chief Executive Officer of the Company.

1.9“Change in Control”  If a “Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s or Vested Former Member’s Change in Control Agreement or employment agreement with the Company, if any, then a “Change in Control” shall be deemed to have occurred under this Plan.   Otherwise a “Change in Control” shall be deemed to have occurred if:

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(a)any “Person” as such term is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), becomes the “Beneficial Owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities;

(b)during any period of 24 months (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board, and any new director (other than (i) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 1.9(a), (c), or (d) hereof, (ii) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control, or (iii) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s securities) whose election by the Board or nomination for election by the Company’s stockholders was

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approved in advance by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(c)any transaction (or series of transactions) is consummated under which the Company is merged or consolidated with any other company, other than a merger or consolidation (i) which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66 2/3% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, and (ii) after which no Person holds 20% or more of the combined voting power of the then outstanding securities of the Company or such surviving entity;

(d)a sale or disposition by the Company of all or substantially all of the Company’s assets is consummated or the stockholders of the Company approve a plan of complete liquidation of the Company; or

(e)the Board adopts a resolution to the effect that, for purposes of this Plan, a Change in Control has occurred.

1.10“Change in Control Agreement” shall mean any written agreement in effect between any Member or Former Member or Vested Former Member and

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the Company or an Affiliated Employer pursuant to which benefits may be payable to such Member or Former Member or Vested Former Member in connection with a Change in Control.

1.11“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.12“Committee” shall mean the Human Resources Committee of the Board.

1.13“Company” shall mean IMS Health Incorporated.

1.14“Compensation” shall mean base salary, annual bonuses, commissions, overtime and shift pay, in each case prior to reductions for elective contributions under Sections 401(k), 125 and 132(f)(4) of the Code and deferred compensation under any nonqualified deferred compensation plan.  Notwithstanding the foregoing, Compensation shall exclude severance pay (including, without limitation, severance pay under the Company’s Employee Protection Plan), stay-on bonuses, long-term bonuses, retirement income, change-in-control payments, contingent payments, amounts paid under this Plan or any other retirement plan or deferred compensation plan, income derived from stock options, stock appreciation rights and other equity-based compensation and other forms of special remuneration.

1.15“Designated Beneficiary” shall mean one or more persons, estates or other entities, designated in accordance with such procedures as may be specified by the Plan Administrator, that are entitled to receive benefits under the

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Plan upon the death of a Member or Vested Former Member and, in the absence of any such designation, the Member’s or Vested Former Member’s estate.

1.16“Disability” or “Disabled” shall mean disability or disabled for purposes of the Basic Disability Plan.

1.17“Effective Date” shall mean January 1, 2007.  The effective date of this amendment and restatement shall mean January 1, 2009.

1.18“Entry Age” shall mean a Member’s age on the date that such Member commences participation in the Plan in accordance with Section 2.1.

1.19“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.20“Former Member” shall mean (a) a Member whose employment with the Company or an Affiliated Employer terminates before he or she has completed five or more years of Service, or (b) a Member who was removed from participation in the Plan, in accordance with Section 2.2 hereof, before he or she has completed five or more years of Service.

1.21“Good Reason”  If a Member shall have terminated employment for “Good Reason” under the terms of such Member’s Change in Control Agreement or employment agreement with the Company, if any, then such Member shall be deemed to have terminated employment for “Good Reason” under this Plan.  Otherwise “Good Reason” shall mean, without the Member’s

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express written consent, the occurrence of any of the following circumstances unless, such circumstances are fully corrected prior to the date of termination specified in the notice of termination given in respect thereof:

(a)the assignment to the Member of any duties inconsistent with the Member’s position in the Company, or an adverse alteration in the nature or status of the Member’s responsibilities or the conditions of the Member’s employment;

(b)a reduction by the Company in the Member’s annual base salary, target bonus or perquisites except for across-the-board perquisite reductions similarly affecting all senior executives of the Company and all senior executives of any Person, as such term is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, in control of the Company;

(c)the relocation of the principal place of the Member’s employment to a location more than 50 miles from the location of such place of employment; for this purpose, required travel on the Company’s business will not constitute a relocation so long as the extent of such travel is substantially consistent with the Member’s customary business travel obligations;

(d)the failure by the Company to pay to the Member any portion of the Member’s compensation or to pay to the Member any portion of an

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installment of deferred compensation under any deferred compensation program of the Company within seven days of the date such compensation is due;

(e)the failure by the Company to continue in effect any material compensation or benefit plan in which the Member participated 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 to continue the Member’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 Member’s participation relative to other participants;

(f)the failure of the Company to obtain a satisfactory agreement from any successor to the Company to fully assume the Company’s obligations and to perform under this Plan, as contemplated in Section 6.9 hereof;

(g)with respect to any Member who is a party to an employment agreement or a Change in Control Agreement, any purported termination of such Member’s employment that is not effected pursuant to the notice provisions, if any, in such Member’s employment agreement or Change in Control Agreement.

1.22“Investment Credits” shall mean notional additions to the Retirement Account determined in accordance with Section 3.1(d)

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1.23“Member” shall mean an employee of the Company or an Affiliated Employer who becomes a participant in the Plan pursuant to Section 2, but excludes any Former Member or Vested Former Member.

1.24“Past Service” shall mean a Member’s Service as of the date of his or her commencement of participation in the Plan including Service prior to the Effective Date of this Plan.  If a Member was employed by a company acquired by the Company or an Affiliated Employer after the Effective Date, such Member’s service with that company prior to the date of acquisition will not constitute Past Service hereunder unless otherwise approved by the Committee. Upon commencement of participation hereunder in accordance with Section 2.1 hereof, the Committee may limit any Service otherwise to constitute Past Service hereunder with respect to periods prior to the date of participation in the Plan.  The foregoing notwithstanding, Past Service shall include the number of additional years (or other additional period) credited as “service” for purposes of Past Service under the Plan to the Member or Vested Former Member under this Plan or under an employment agreement between the Company or an Affiliated Employer and such person in effect at the time of such person’s Separation from Service, or otherwise approved by the Committee.

1.25“Past Service Contributions Rate” shall mean, with respect to any Member, the percentage specified in Appendix A to this Plan which is applicable to a Member whose Past Service is the same as such Member’s Past Service.

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1.26“Plan” shall mean this IMS Health Incorporated Defined Contribution Executive Retirement Plan, as embodied herein, and any amendments thereto.

1.27“Plan Administrator” shall mean the Company, except that any action authorized to be taken by the Plan Administrator hereunder may also be taken by any committee or person(s) duly authorized by the Board or the duly authorized delegees of such duly authorized committee or person(s).

1.28“Potential Change in Control”  If a “Potential Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s Change in Control Agreement or employment agreement with the Company, if any, then a “Potential Change in Control” shall be deemed to have occurred under this Plan.  Otherwise a “Potential Change in Control” shall be deemed to have occurred if:

(a)the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(b)any Person (including the Company), as defined in Section 1.9(a) hereof, publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

(c)the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred.

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1.29“Regulations” shall mean proposed and final Treasury Regulations, as the same may be amended from time to time.

1.30“Retirement” shall mean a Member’s or Vested Former Member’s Separation from Service for any reason other than Cause after completing five years of Service or by reason of such Member’s or Vested Former Member’s Disability.

1.31“Retirement Account”  shall mean the notional account created and maintained for each Member and Vested Former Member, which shall be the sum of the Retirement Credits and Investment Credits thereon, as provided in Sections 3.1(c) and (d) hereof.

1.32“Retirement Benefit” shall mean the benefit described in Section 3.1(b) hereof.

1.33“Retirement Credits” shall mean notional additions to the Retirement Account determined in accordance with Section 3.1(c).

1.34“Separation from Service” shall mean termination of employment with the Company and any Affiliated Employer.  Whether a Member or Vested Former Member has had a Separation from Service shall be determined by the Plan Administrator on the basis of all relevant facts and circumstances and with reference to Regulations Section 1.409A-1(h).

1.35“Service” shall mean a Member’s or Vested Former Member’s period of employment with the Company or an Affiliated Employer that is counted

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as Service according to the Service Counting Rules set forth in Appendix B, except that (a) Service prior to the date of commencement of participation in this Plan will be disregarded; and (b) no service of a Former Member or Vested Former Member during any period after removal from participation under Section 2.2 shall constitute Service for purposes of the Plan. The foregoing notwithstanding, there shall be included as Service the number of additional years (or other additional period) credited as “service” for purposes of the Plan to the Member or Former Member or Vested Former Member under this Plan or under an employment agreement between the Company or an Affiliated Employer and such person in effect at the time of such person’s Separation from Service, or otherwise approved by the Committee.

1.36“Specified Employee” shall mean an employee who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month period beginning on the first day of the fourth month immediately following the end of such calendar year.

1.37“Vested Former Member” shall mean (a) a Member whose employment with the Company or an Affiliated Employer terminates on or after the date on which he or she has completed five or more years of Service, or (b) a Member who was removed from participation in the Plan, in accordance

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with Section 2.2 hereof, on or after the date on which he or she has completed five or more years of Service.

SECTION 2- PARTICIPATION

2.1Commencement of Participation.  Such key executives of the Company and its Affiliated Employers as are designated by the CEO in writing and approved by the Committee shall participate in the Plan as of a date determined by the Committee.

2.2Termination of Participation.  A Member’s participation in the Plan shall terminate upon his or her Separation from Service. Prior to Separation from Service, a Member may be removed, upon written notice by the CEO, and as approved by the Committee, from further participation in the Plan.  As of the date of Separation from Service or removal, no further benefits shall accrue to such individual hereunder except as provided in Sections 3 and 6 hereof.

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SECTION 3 - AMOUNT AND FORM OF BENEFITS

3.1Retirement Benefit

(a)Eligibility.   Upon the Retirement of a Member or Vested Former Member, he or she shall be entitled to the Retirement Benefit described in Section 3.1(b), payable in the form specified in Section 3.2.

(b)Retirement Benefit. A notional Retirement Account shall be created and maintained for each Member and Vested Former Member and shall be the sum of the Retirement Credits and annual Investment Credits thereon, as provided in Sections 3.1(c) and (d), respectively.  A Member’s or Vested Former Member’s Retirement Benefit shall be equal to the value of his or her Retirement Account, which shall be created and maintained solely for the purpose of calculating the Retirement Benefit under this Plan.

(c)Retirement Credits. For each calendar year, each Member shall have his or her Retirement Account credited with notional Retirement Credits in an amount equal to the Member’s Basic Rate times the Member’s Compensation for such calendar year. In addition, for each of the first ten calendar years of a Member’s participation in the Plan, such Member shall have his or her Retirement Account credited with an additional notional Retirement Credit in an amount equal to the Member’s Past Service Contributions Rate times the Member’s Compensation for such calendar year.  A Member’s Retirement Credits shall be allocated to the Member’s Retirement Account as of the end of each calendar year.  Notwithstanding

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the foregoing, Retirement Credits made with respect to the calendar year in which a Member’s Separation from Service occurs shall be made as soon as administratively practicable following such Separation from Service rather than at the end of such calendar year and in no event later than the Member’s Benefit Payment Date.

(d)Investment Credits.  A Member’s or a Vested Former Member’s Retirement Account shall be credited as of the last day of each calendar year with a notional Investment Credit calculated by multiplying the Member’s or Vested Former Member’s Retirement Account as of such date (before the addition of any Retirement Credits for such calendar year) by the average of the annual yields at the end of each month in such calendar year on the AA-AAA Rated/10+ Years Component of the Merrill Lynch U.S. Corporate Master Index for such calendar year.  Notwithstanding the foregoing, Investment Credits made with respect to the calendar year in which a Member’s or Vested Former Member’s Benefit Payment Date occurs shall be made on the basis of the average of the annual yields of the AA-AAA Rated/10+ Years Component of the Merrill Lynch U.S. Corporate Master Index at the end of each of the months immediately preceding the month in which occurs such Member’s or Vested Former Member’s Benefit Payment Date and shall be credited as of such Member’s or Vested Former Member’s Benefit Payment Date. Investment Credits will cease to be credited after the Member’s or Vested Former Member’s Benefit Payment Date.

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3.2Time and Form of Payment.

(a)An employee may elect, on forms to be provided by the Plan Administrator, the Benefit Payment Date of any Retirement Benefit to which the Member may become entitled under the Plan.  The Member may elect any age or date at which the Member’s Retirement Benefit shall be paid following the Member’s Retirement. The form of payment, however, shall be a lump sum. The election must be filed with the Plan Administrator on such form or forms as the Plan Administrator may require within 30 days after the Member’s commencement of participation in order to be effective; provided, however, that if the Member is a participant in another account balance plan, within the meaning provided in Regulations Section 1.409A-1(c)(2)(B), that is required to be aggregated with this Plan, such election must be made before the Member’s commencement of participation in this Plan.  Notwithstanding the foregoing, a Member shall be permitted to make the election described in this Section 3.2(a) if the election is filed with the Plan Administrator on or before December 31, 2008 provided that any election filed in 2007 may apply only to amounts that would not otherwise be payable in 2007 and may not cause an amount to be paid in 2007 that would not otherwise be payable in 2007 and any election filed in 2008 may apply only to amounts that would not otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would not otherwise be payable in 2008.

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(b)In the absence of an effective Benefit Payment Date election under Section 3.2(a), a Member shall be deemed to have elected that the Member’s Retirement Benefit shall be paid in a lump sum on the first day of the calendar month next following the calendar month in which the Member’s Retirement occurs.

(c)Anything in this Plan to the contrary notwithstanding, payment to any Specified Employee upon Separation from Service shall not be made before the date that is six months after the date of Separation from Service (or, if earlier, the date of death of such Specified Employee). The six-month delay in payment described herein shall not apply, however, to any payment made under the circumstances described in Section 3.2(e).  The Retirement Account of a Member or Vested Former Member who is a Specified Employee which is subject to the six-month delay in payment described in this Section 3.2(c) shall continue to be credited with Investment Credits as provided in Section 3.1(d) following such Separation from Service until such Member’s or Vested Former Member’s Benefit Payment Date, but not Retirement Credits.

(d)A Participant who has made or been deemed to make a Benefit Payment Date election under Section 3.2(a) or (b) (“initial election”) may make one subsequent election, on forms to be provided by the Plan Administrator, to delay the time of payment of the Member’s Retirement Benefit under the following conditions:

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(i)Any subsequent election must be filed with the Plan Administrator at least 12 months prior to earliest date on which the Retirement Benefit could be payable pursuant to the Member’s initial election, and shall not be effective before the first anniversary of the date on which such election is filed with the Plan Administrator.

(ii)The Benefit Payment Date must be deferred by not less than five years from the date on which the Member’s Retirement Benefit would have been paid under the Member’s initial election.

(e)The provisions of Sections 3.2(a) through (d) to the contrary notwithstanding, a payment to or on behalf of a Member or Vested Former Member shall be accelerated under each of the following circumstances:

(i)if payment is required to be made to an individual other than the Member or Vested Former Member to fulfill a domestic relations order as defined in Section 414(p)(1)(B) of the Code;

(ii)to the extent that payment is reasonably necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law as provided in Regulations Section 1.409A-3(j)(4)(iii); or

(iii)if all or a portion of the Retirement Benefit payable to a Member, Vested Former Member or Designated Beneficiary constitutes taxable income to such Member, Vested Former Member or

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Designated Beneficiary for any taxable year that is prior to the taxable year in which such Retirement Benefit is to be paid to such Member, Vested Former Member or Designated Beneficiary as a result of the Plan’s failure to comply with the requirements of Section 409A of the Code and the Regulations thereunder, the Retirement Benefit shall be immediately paid to such Member, Vested Former Member or Designated Beneficiary to the extent that such Retirement Benefit is required to be included in income.  As provided in Section 6.8, the Company shall reimburse such Member, Vested Former Member or Designated Beneficiary on a fully grossed-up and after-tax basis for any tax penalty or interest payable in connection with such income inclusion (so that the recipient of such reimbursement is held economically harmless).

(f)The provisions of Sections 3.2(a) through (d) to the contrary notwithstanding, a payment to a Member or Vested Former Member (or his or her Designated Beneficiary) may be delayed to a date after the designated Benefit Payment Date if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Member or Vested Former Member (or his or her Designated Beneficiary) and such delay is for reasons that are commercially reasonable, provided that payment is made as soon as payment is administratively practicable.  Investment Credits under Section 3.1(d) will continue to be credited to the Member’s or Vested Former

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Member’s Retirement Account during the period of any such delay until such Member’s or Vested Former Member’s Benefit Payment Date.

3.3Nonpayment of Benefits.  Subject to Section 3.6 hereof, no benefits shall be paid to a Member, Vested Former Member or Designated Beneficiary if the Member or Vested Former Member has:

(a)become a stockholder (unless such stock is listed on a national securities exchange or traded on a daily basis in the over-the-counter market and the Member’s or Vested Former Member’s ownership interest is not in excess of 2% of the company whose shares are being purchased), employee, officer, director or consultant of or to a company, or a member or an employee of or a consultant to a partnership or any other business or firm, which competes with any of the businesses identified in the Company’s Employee Protection Plan, or such Member or Vested Former Member accepts any form of compensation from such competing entity;

(b)been discharged from employment with the Company or any Affiliated Employer for Cause;

(c)failed to retain in confidence any and all confidential information concerning the Company or any Affiliated Employer and its respective business which was known or became known to the Member or Vested Former Member, except as otherwise required by law and except information (i) ascertainable or obtained from public information, (ii) received by the Member or Vested Former Member at any time after the

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Member’s or Vested Former Member’s Separation from Service, from a third party not employed by or otherwise affiliated with the Company or any Affiliated Employer, or (iii) which was or became known to the public by any means other than a breach of this Section 3.3; or

(d)made disparaging comments about the Company or any Affiliated Employer in any communications, written or oral, with any individual, company, government body or agency or any other entity whatsoever.  For purposes hereof, “disparage” shall mean any communication, including, but not limited to, any statements, actions or insinuations, made either directly or through a third party, that would tend to lessen the standing or stature of the Company or any Affiliated Employer in the eyes of a customer, a prospective customer, a shareholder or a prospective shareholder.

3.4Notification of Nonpayment of Benefits.  Subject to Section 3.6 hereof, in any case described in Section 3.3, the Member, Vested Former Member or Designated Beneficiary shall be given prior written notice that no benefits will be paid to such Member, Vested Former Member or Designated Beneficiary and shall be provided an opportunity to be heard prior to any such nonpayment of benefits.  Such written notice shall specify the particular act(s), or failures to act, and the basis on which the decision not to pay his or her benefits has been made.

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3.5Repayment of Benefits. Subject to Section 3.6 hereof, a Member or Vested Former Member who is paid his or her Retirement Benefit, shall receive such Retirement Benefit subject to the condition that if such Member or Vested Former Member engages in any of the acts described in Section 3.3, then such Member or Vested Former Member shall, within 60 days after written notice by the Company specifying the particular act(s), or failures to act, and the basis on which the decision to recover such Retirement Benefit has been made, repay to the Company the entire amount of the Retirement Benefit previously paid to such Member or Vested Former Member.

3.6Change in Control.

Anything in this Plan to the contrary notwithstanding:

(a)Any Member whose employment with the Company or an Affiliated Employer is involuntarily terminated by the Company or an Affiliated Employer at or within five years following a Change in Control for a reason other than Cause or whose employment is voluntarily terminated by the Member with Good Reason at or within five years following a Change in Control shall be deemed to have completed five years of Service for purposes of determining such Member’s entitlement to his or her Retirement Benefit.

(b)Any Member whose employment with the Company or an Affiliated Employer is involuntarily terminated by the Company or an Affiliated

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Employer at or within two years following a Change in Control for a reason other than Cause or whose employment is voluntarily terminated by the Member with Good Reason at or within two years following a Change in Control shall be credited with Retirement Credits at such Member’s Basic Rate and Retirement Credits at such Member’s Past Service Contributions Rate, determined:

(i)on the basis of the Member’s annual base salary in effect immediately prior to the Member’s Separation from Service plus the greater of the Member’s annual target bonus for the year in which the Separation from Service occurs or, if no such target bonus has yet been determined for such year, the annual bonus actually earned in the year immediately preceding the year in which the Separation from Service occurs; and

(ii)for the period with respect to which such Member is entitled to severance benefits under the Employee Protection Plan or under an employment, change in control, separation or other agreement between the Member and the Company, whichever shall apply to such Member and regardless of whether such severance benefits are denominated as such or are payable in installments over such period or in a lump sum;

provided, however, that the cumulative Past Service Contributions credited to a Member’s Account under Section 3.1(c) and under this

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Section 3.6(b) shall not exceed the Past Service Contributions that would have been credited to such Member’s Account under Section 3.1(c) had such Member participated in the Plan for ten calendar years.  Such Retirement Credits shall be credited as soon as practicable following the Member’s Separation from Service rather than at the end of the calendar year and in no event later than the Member’s Benefit Payment Date. Payment of the Member’s Retirement Benefit shall be made at the time and in the form provided in Section 3.2.

(c)In the event of a Potential Change in Control or Change in Control, the Company shall, not later than 15 days thereafter, have established one or more so-called “rabbi” trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential benefits payable under the Plan at or following a Change in Control; provided, however, that no such deposit shall be made if it would cause a violation of the funding limitations of Section 409A(b)(3) of the Code.  Such rabbi trust(s) shall be irrevocable and shall provide that the Company may not, directly or indirectly, use or recover any assets of the trust(s) until such time as all obligations which potentially could arise hereunder have been settled and paid in full, subject only to the claims of creditors of the Company in the event of insolvency or bankruptcy of the Company; provided, however, that if no Change in Control has occurred within two years after such Potential Change in Control, such rabbi trust(s) shall at the end of such

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two-year period become revocable and may thereafter be revoked by the Company.

(d)The provisions of Sections 3.3 through 3.5 shall be of no force or effect with respect to any Member whose employment with the Company or an Affiliated Employer is involuntarily terminated by the Company or an Affiliated Employer at or within two years following a Change in Control for a reason other than Cause or whose employment is voluntarily terminated by the Member with Good Reason at or within two years following a Change in Control.

SECTION 4- DEATH BENEFITS

4.1Death Prior to Benefit Payment Date.  Upon the death of a Member or Vested Former Member, prior to his or her Benefit Payment Date, any such Member shall be deemed to have completed five years of Service for purposes of determining his or her entitlement to a Retirement Benefit under Section 3.1(a) and such Member’s or Vested Former Member’s Designated Beneficiary will be entitled to receive 100% of the Retirement Benefit that would have been provided from the Plan had the Member or Vested Member had a Separation from Service on the date of death, payable in a lump on the first day of the month next following the month in which such Member’s or Vested Former Member’s death occurred.

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4.2Death On or After Benefit Payment Date. No additional benefit shall be payable to the Designated Beneficiary of a Member or Vested Former Member who was previously paid his or her Retirement Benefit.

SECTION 5 - PLAN ADMINISTRATOR

5.1Duties and Authority.  The Plan Administrator shall be responsible for the administration of the Plan and may delegate to any management committee, employee, director or agent its responsibility to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion; provided, that such delegation shall be subject to revocation at any time at the Plan Administrator’s discretion.  The Plan Administrator shall have the sole discretion to determine all questions arising in connection with the Plan, to interpret the provisions of the Plan and to construe all of its terms, to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable.  All such actions of the Plan Administrator shall be conclusive and binding upon all Members, Former Members, Vested Former Members, Designated Beneficiaries and other persons.

5.2Presentation of Claims.  Claims for benefits shall be filed in writing with the Plan Administrator.  Written or electronic notice of the disposition of a

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claim shall be furnished to the claimant within 90 days after the claim is filed (or within 180 days if special circumstances require an extension of time for processing the claim and if notice of such extension and circumstances is provided to the claimant within the initial 90-day period.)

5.3Claims Denial Notification.  If a claim is wholly or partially denied, the Plan Administrator shall furnish to the claimant a written notice setting forth in a manner calculated to be understood by the claimant:

(a)the specific reason(s) for denial;

(b)specific reference(s) to pertinent Plan provisions on which any denial is based;

(c)a description of any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary;

(d)an explanation of the Plan’s claims review procedures and the applicable time limits for such procedures; and

(e)a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

5.4Claims Review Procedure.  Upon a denial, the claimant is entitled (either in person or by his duly authorized representative) to:

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(a)request a subsequent review of the claim by the Plan Administrator upon written application for review made to the Plan Administrator.  In the case of a denial as to which written notice of denial has been given to the claimant, any such request for review of the claim must be made within 60 days after receipt by the claimant of such notice.  A claimant must submit a written application for review before the claimant is permitted to bring a civil action for benefits;

(b)review pertinent documents relating to the denial; and

(c)submit written comments, documents, records and other information relating to the claim.

5.5Timing.  The Plan Administrator shall make its decision and notify the claimant with respect to a claim not later than 60 days after receipt of the request.  Such 60-day period may be extended for another period of 60 days if the Plan Administrator finds that special circumstances require an extension of time for processing and notice of the extension and special circumstances is provided to the claimant within the initial 60-day period.

5.6Final Decision.  The claim for review shall be given a full and fair review that takes into account all comments, documents, records and other information submitted that relates to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  The Plan Administrator shall provide the claimant with

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written or electronic notice of the decision in a manner calculated to be understood by the claimant.  The notice shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA, and a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim.  A document is relevant to the claim if it was relied upon in making the determination, was submitted, considered or generated in the course of making the determination or demonstrates that benefit determinations are made in accordance with the Plan and that Plan provisions have been applied consistently with respect to similarly situated claimants.

 5.7Delayed Payments.  If the Plan Administrator shall approve the payment of a claim for benefits filed in accordance with the claims procedures set forth hereinabove, Investment Credits under Section 3.1(d) will continue to be credited to the Member’s or Vested Former Member’s Retirement Account during the period of any delay in payment pending the resolution of such claim.

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SECTION 6- MISCELLANEOUS

 6.1Amendment; Suspension.  The Board, may, in its sole discretion suspend or amend this Plan at any time or from time to time, in whole or in part and the Employee Benefits Committee of the Company may amend the Plan without the approval of the Board with respect to amendments that such Committee determines do not have a significant effect on the cost of the Plan; provided, however, that no such suspension or amendment of the Plan may (a) adversely affect a Member’s or Vested Former Member’s benefit under the Plan to which he or she has become entitled in accordance with the Plan as in effect on the date immediately preceding the date of such suspension or amendment, or (b) adversely affect a Member’s or Vested Former Member’s right or the right of a Designated Beneficiary to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such suspension or amendment, or (c) cause any payment that a Member, Vested Former Member or Designated Beneficiary is entitled to receive under this Plan to become subject to an income tax penalty or interest payable under Section 409A of the Code. Notwithstanding the foregoing, in the event of any suspension or amendment of the Plan at or within five years following a Change in Control which has the effect of suspending or reducing the Retirement Credits and/or Investment Credits payable in accordance with Sections 3.1(c) and (d) of the Plan or in the event of the removal of a Member from

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participation in the Plan pursuant to Section 2.2 within five years following a Change in Control, all Members in the Plan affected by such suspension or amendment or removal shall be deemed to have completed five years of Service as of the date of such suspension or amendment or removal for purposes of determining such Members’ entitlement to their Retirement Benefits under this Plan and in the event that such suspension or amendment or removal occurs with two years following a Change in Control, all such Members shall be entitled to Retirement Credits at their Basic Rate and Retirement Credits at their Past Service Contributions Rate, determined:

(i)              on the basis of the Member’s annual base salary in effect immediately prior to the effective date of the suspension or amendment or removal, as the case may be, plus the greater of the Member’s annual target bonus for the year in which such suspension or amendment or removal is effective or, if no such target bonus has yet been determined for such year, the annual bonus actually earned in the year immediately preceding the year in which such suspension or amendment or removal is effective; and

(ii)             for the period with respect to which such Member would be entitled to severance benefits under the Employee Protection Plan or under an employment, change in control, separation or other agreement between the Member and the Company, whichever shall apply to such Member, if such Member had a Separation from Service in the year in which such suspension or amendment or removal is effective, regardless of whether

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such severance benefits would be denominated as such or would be payable in installments over such period or in a lump sum;

provided, however, that the cumulative Past Service Contributions credited to a Member’s Account under Section 3.1(c) and under this Section 6.1 shall not exceed the Past Service Contributions that would have been credited to such Member’s Account under Section 3.1(c) had such Member participated in the Plan for ten calendar years.  Such Retirement Credits shall be credited prior to such suspension or amendment or removal. Payment of the Member’s Retirement Benefit shall be made at the time and in the form provided in Section 3.2.

 6.2Termination. This Plan may be terminated and lump sum distributions made to Members, Vested Former Members (or their Designated Beneficiaries) of their Retirement Accounts hereunder only in accordance with one of the following methods:

(a)               within twelve months of a dissolution of the Company taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1(A), provided that Members’ or Vested Former Members’ Retirement Benefits are included in their gross incomes in the latest of :  (i) the calendar year in which the Plan termination and liquidation occurs; or (ii) the first calendar year in which the payment is administratively practicable;

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(b)         within the thirty days preceding or the twelve months following a change in control as defined in Regulations Section 1.409A-2(g)(4)(i), provided that all agreements, methods, programs, and other arrangements sponsored by the service recipient, as defined in Regulations Section 1.409A-1(g), immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Regulations Section 1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the change in control event, so that under the terms of the termination and liquidation all such participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within twelve months of the date the service recipient irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements, provided that the service recipient with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation;

(c)(i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; (ii) all arrangements sponsored by the Company that would be aggregated with any terminated arrangement under Regulations Section 1.409A-1(c) if the same Member or Vested Former Member participated in all of the arrangements are terminated; (iii) no payments other than payments

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that would be payable under the terms of the arrangements if the termination had not occurred are made within twelve months of the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; (iv) all payments are made within twenty-four months of the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; and (v) the Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Regulations Section 1.409A-1(c) if the same Member or Vested Former Member participated in both arrangements, at any time within three years following the date the Company takes all necessary action to irrevocably terminate and liquidate the arrangements; or

 (d)such other events and conditions as the Internal Revenue Service may prescribe.

Anything in this Section 6.2 to the contrary notwithstanding, no such termination of the Plan may (i) adversely affect a Member’s or Vested Former Member’s benefit under the Plan to which he or she has become entitled in accordance with the Plan as in effect on the date immediately preceding the date of such termination, or (ii) adversely affect a Member’s or Vested Former Member’s right or the right of a Designated Beneficiary to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such termination, or (iii) cause any payment that a Member, Vested Former Member or Designated Beneficiary

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is entitled to receive under this Plan to become subject to an income tax penalty or interest payable under Section 409A of the Code.  Notwithstanding the foregoing, in the event of any termination of the Plan at or within five years following a Change in Control, all Members in the Plan shall be deemed to have completed five years of Service as of the date of such termination for purposes of determining such Members’ entitlement to their Retirement Benefits under this Plan and in the event of termination of the Plan at or withing two years following a Change in Control all such Members shall be entitled to Retirement Credits at their Basic Rate and Retirement Credits at their Past Service Contributions Rate, determined:

(A)      on the basis of the Member’s annual base salary in effect immediately prior to the effective date of such termination of the Plan plus the greater of the Member’s annual target bonus for the year in which the termination is effective or, if no such target bonus has yet been determined for such year, the annual bonus actually earned in the year immediately preceding the year in which the termination is effective; and

(B)       for the period with respect to which such Member would be entitled to severance benefits under the Employee Protection Plan or under an employment, change in control, separation or other agreement between the Member and the Company, whichever shall apply to such Member, if such Member had a Separation from Service in the year in which such termination is effective, regardless of whether such severance benefits

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would be denominated as such or would be payable in installments over such period or in a lump sum;

provided, however, that the cumulative Past Service Contributions credited to a Member’s Account under Section 3.1(c) and under this Section 6.2 shall not exceed the Past Service Contributions that would have been credited to such Member’s Account under Section 3.1(c) had such Member participated in the Plan for ten calendar years.  Such Retirement Credits shall be credited prior to such termination of the Plan. Payment of the Member’s Retirement Benefit shall be made at the time and in the form provided in Section 3.2.

 6.3No Employment Rights.  Nothing contained herein will confer upon any Member, Former Member or Vested Former Member the right to be retained in the service of the Company or any Affiliated Employer, nor will it interfere with the right of the Company or any Affiliated Employer to discharge or otherwise deal with Members, Former Members or Vested Former Members with respect to matters of employment.

 6.4Unfunded Status.  Members and Vested Former Members shall have the status of general unsecured creditors of the Company, and this Plan constitutes a mere promise by the Company to make benefit payments at the time or times required hereunder. It is the intention of the Company that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA and any trust created by the Company and any assets held by such trust to

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assist the Company in meeting its obligations under the Plan shall meet the requirements necessary to retain such unfunded status.

 6.5Arbitration.  Any dispute or controversy arising under or in connection with the Plan shall be settled exclusively by arbitration in Fairfield, Connecticut in accordance with the rules of the American Arbitration Association in effect at the time of such arbitration.  The Company shall promptly pay or reimburse on a fully grossed-up and after-tax basis (so that the recipient of such reimbursement is held economically harmless) all reasonable costs and expenses (including fees and disbursements of counsel and pension experts) incurred to assert rights under this Plan for so long as such rights may exist or in any proceeding in connection therewith brought by a Member, Vested Former Member or Designated Beneficiary, whether or not such Member, Vested Former Member or Designated Beneficiary is ultimately successful in enforcing such rights or in such proceeding; provided, however, that no reimbursement shall be owed with respect to expenses relating to any unsuccessful assertion of rights or proceeding if and to the extent that such assertion or proceeding was initiated or maintained in bad faith or was frivolous as determined by the arbitrators or a court having jurisdiction over the matter.  The amount of expense eligible for reimbursement in any one taxable year of the Member, Vested Former Member or Designated Beneficiary shall not affect the amount of expense eligible for reimbursement in any other taxable year of the Member, Vested Former Member or Designated Beneficiary.  The reimbursement of

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expenses shall be made each calendar quarter and not later than the last day of the taxable year of the Member, Vested Former Member or Designated Beneficiary in which the expense was incurred.  The right to reimbursement of any expense under this Section 6.5 shall not be subject to liquidation or exchange for another benefit.

 6.6No Alienation.  Except as otherwise provided in Section 3.2(e)(i), a Member’s or Vested Former Member’s right to benefit payments under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of such Member or Vested Former Member or his or her Designated Beneficiary.

 6.7Withholding.  The Company may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations.

 6.8Governing Law.  The Plan shall be governed by and construed in accordance with the laws of the State of Connecticut applicable to contracts made and to be performed in such state to the extent not preempted by federal law. Anything in this Plan to the contrary notwithstanding, the terms of this Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder so as not to subject any Member, Vested Former Member or Designated Beneficiary to the payment of any tax penalty or interest which may be imposed by Section 409A of the Code and the Company shall have

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no right to accelerate or make any payment under this Plan except to the extent such action would not subject any Member, Vested Former Member or Designated Beneficiary to the payment of any tax penalty or interest under Section 409A of the Code. If a Member, Vested Former Member or  Designated Beneficiary becomes subject to any tax penalty or interest under Section 409A of the Code by reason of his or her participation in this Plan, the Company shall reimburse such Member, Vested Former Member or Designated Beneficiary, as the case may be, on a fully grossed-up and after-tax basis for any such tax penalty or interest (so that the recipient of such reimbursement is held economically harmless) ten business days prior to the date such tax penalty or interest is due and payable by such Member, Vested Former Member or Designated Beneficiary to the government.

 6.9Successors.  The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform the obligations of the Company under this Plan in the same manner and to the same extent that the Company would have been required to perform such obligations if no such succession had taken place and such assumption shall be an express condition to the consummation of any such purchase, merger, consolidation or other transaction.

 6.10Integration.  In the event of any conflict or ambiguity between this Plan and the terms of any employment agreement between a Member or Vested

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Former Member and the Company or any Change in Control Agreement between a Member or Vested Former Member and the Company (this Plan and any such employment agreement or Change in Control Agreement being collectively referred to herein as the “arrangements”), such conflict or ambiguity shall be resolved in accordance with the terms of that arrangement which are most beneficial to the Member or Vested Former Member; provided, however, that no such resolution of any such conflict or ambiguity shall operate to cause the Member or Vested Former Member to receive duplicate payments or benefits under the arrangements.

IMS Health Incorporated

By:

Senior Vice President, Human Resources,

on behalf of the IMS Health Incorporated

Employee Benefits Committee

Date:

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Appendix A

Defined terms used in this Appendix A shall have the meanings ascribed to them in the Plan. Except as may be otherwise set forth in an individualized written agreement between the Company and a Member as approved by the Committee, the Basic Rate and Past Service Contributions Rate for any Member shall be determined in accordance with the table set forth below based on such Member’s Entry Age and Past Service.  For purposes of calculating any Basic Rate or Past Service Contributions Rate, an interpolated percentage shall be used to determine the rate for any Member whose Entry Age and/or Past Service is between those provided in the following table:

Past Service Contributions Rate For First 10 Years Of Participation

Entry Age	Basic Rate		1 Year Past Service		3 Years Past Service		5 Years Past Service		10 Years Past Service		15 Years Past Service		20 Years Past Service
40	11.9	%	1.0	%	3.2	%	7.4	%	4.9	%	4.9	%	4.9	%
45	12.4	%	1.1	%	3.5	%	5.8	%	13.9	%	13.9	%	13.9	%
50	12.9	%	1.3	%	3.8	%	6.3	%	12.5	%	24.1	%	24.1	%
55	12.0	%	1.6	%	4.8	%	6.9	%	12.3	%	21.7	%	21.7	%

For example, a Member whose Entry Age is 50 and whose Past Service is 3 years, would have: (1) a Basic Rate of 12.9%; plus (2) a Past Service Contributions Rate of 3.8% for the first 10 years of such Member’s participation in the Plan.

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Appendix B

Service Counting Rules

(a)           A Member or Vested Former Member shall be credited with Service equal to the total of (i) his or her Period(s) of Service with the Company or an Affiliated Employer and (ii) any Period(s) of Severance that are less than twelve (12) months.  Service shall be computed in 1/12ths of a year, with a full month being granted for each completed or partial calendar month.  Notwithstanding the foregoing, no month which is included in a Period of Service shall be included in a Period of Severance of less than twelve months for the purpose of determining Service.

(b)           A Member or Vested Former Member shall be credited with Service for Periods of Service completed as an employee of D&B or Cognizant; provided, however, that any such Member or Vested Former Member who was not vested in his or her benefit under the D&B Plan or the Cognizant Plan shall not be credited with Service for Periods of Service completed as an employee of D&B or Cognizant if such Employee incurred a Break in Service prior to his or her employment by the Company or an Affiliated Employer.

(c)           For purposes of sections (a) and (b) of this Appendix B, the following definitions shall apply:

“Break in Service” shall mean a Period of Severance that exceeds five years.

“Cognizant” shall mean Cognizant Corporation.

“Cognizant Plan” shall mean the Cognizant Retirement Plan.

“D&B” shall mean The Dun & Bradstreet Corporation.

“D&B Plan” shall mean the Master Retirement Plan of The Dun & Bradstreet Corporation.

“Employment Commencement Date” shall mean the date on which a Member or Vested Former Member is first credited with an Hour of Service.

“Hour of Service”  — A Member or Vested Former Member shall be credited with an Hour of Service for:

(i) Each hour for which a person is directly or indirectly paid, or entitled to payment, by the Company or an Affiliated Employer for the performance of duties.

(ii)  Each hour for which a person is directly or indirectly paid, or entitled to payment, by the Company or an Affiliated Employer for reasons other than for

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the performance of duties (such as vacation, holiday, illness, incapacity including disability, jury duty, military duty, leave of absence or layoff).

(iii)  Each hour for which an Employee is not paid or entitled to pay but during which the Employee is absent for a period of military service for which reemployment rights are protected by law, but only if the Employee returns to employment with the Company or an Affiliated Employer within the time required by law.

“Period of Service” shall mean the period of time commencing on the Member’s or Vested Former Member’s Employment Commencement Date or Re-Employment Commencement Date, whichever is applicable, and ending on the Severance Date following such Employment Commencement Date or Re-Employment Commencement Date.  Periods of Service shall be computed in 1/l2ths of a year, with a full month being granted for each completed or partial month.

“Period of Severance” shall mean the period of time commencing on a Severance Date and ending on the date the Member or Vested Former Member again performs an Hour of Service for the Company or an Affiliated Employer.

“Re-Employment Commencement Date” shall mean the first date, following a Period of Severance, that the Member or Vested Former Member again performs an Hour of Service for the Company or an Affiliated Employer.

“Severance Date” shall mean the earliest of:

(i) the date on which the Member or Vested Former Member resigns, is discharged or dies; or

(ii) the date following a twelve-month period in which the Member or Vested Former Member remains absent from employment (with or without pay) for any reason other than maternity or paternity leave of absence, resignation, discharge or death (such as vacation, holiday, sickness, disability, leave of absence or layoff); or

(iii) the date following a twenty-four month period in which the Member or Vested Former Member remains absent from employment (with or without pay) for a maternity or paternity leave including:

(A)          the individual’s pregnancy; or

(B)           childbirth; or

(C)           adoption of a child; or

(D)          child care immediately after the birth or adoption of a child;

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in the case of a Member or Vested Former Member who is absent from employment beyond the first anniversary of the first day of absence by reason of maternity or paternity leave; provided, however the period between the first and second anniversary will be treated as neither a Period of Severance nor a Period of Service.

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EX-10.9

Exhibit 10.9

IMS Health Incorporated

Employee Protection Plan and Summary Plan Description

As Amended and Restated Effective January 1, 2008

I.  Administrative Information

Plan Administration

The Employee Benefits Committee (the “Committee”), a committee of management employees of IMS Health Incorporated (the “Corporation”), is named as the Plan Administrator under the IMS Health Incorporated Employee Protection Plan (the “Plan”). As such, it has the exclusive right, power and authority to interpret the provisions of the Plan and to conclusively decide any questions arising in connection with the administration of, and any claim for severance benefits under, the Plan.  All such determinations by the Plan Administrator shall be final and binding on all parties.  Without limiting the generality of the foregoing, such authority shall include the discretionary power:

·          To make and enforce such rules and regulations as the Plan Administrator deems necessary or proper for the efficient administration of the Plan;

·          To interpret the Plan, the Plan Administrator’s interpretation of the Plan to be final and conclusive on all persons claiming benefits under the Plan;

·          To decide all questions, including questions of fact, concerning the Plan and the eligibility of any person to participate in, and receive benefits under, the Plan;

·          To appoint such agents, counsel, accountants, consultants and other persons as may be required to assist in administering the Plan; and

·          To establish procedures, forms and time frames with respect to elections and other matters under the Plan.

Right to Amend and Terminate

The Corporation currently intends to continue the Plan indefinitely, but reserves the right to amend, modify, or terminate any and all provisions of the Plan and any benefits payable under the Plan at any time without further obligation; provided, however, that during a Change in Control Period, the Corporation may not terminate the Plan, nor may the Corporation modify or amend the Plan in a manner that reduces the compensation or benefits otherwise payable under the Plan, nor may the Corporation modify or amend the Plan in a manner that materially adversely affects the rights of a person who has started to receive compensation or benefits under the Plan. Any amendment, modification or termination of the Plan may be made by action of the Corporation’s Board of Directors, the Committee or their delegatees.

Not an Employment Contract

Participation in the Plan does not confer any rights to continued employment with the Corporation or any of its subsidiaries or affiliates.

Non-Assignment of Benefit

Benefits under the Plan may not be assigned, pledged or otherwise transferred. If, for example, an employee owes money to someone, he or she may not give that person the right to collect from the Plan any benefit which may be payable.

Prior Policies

Except for any restrictive covenant, confidentiality and/or arbitration or dispute resolution agreements entered into by an employee and the Corporation (which agreements shall remain in full force and effect), this Plan supersedes any and all prior severance plans, policies, arrangements, or practices of the Corporation (whether written or unwritten, express or implied) relating to any subject matter covered by the Plan. Notwithstanding the preceding sentence, the Plan does not affect the severance provisions of (a) any written individual employment agreement between an employee and the Corporation which results in such employee not being an Eligible Employee hereunder; (b) any change-in-control agreement; and (c) any other agreement entered into between an employee and the Corporation which expressly supersedes the provisions of this Plan (i.e., by naming this Plan) and which remains in effect at the date of such employee’s termination of employment.

Offsets and Termination of Severance Benefits

Benefits payable under the Plan will be offset by any severance or termination payment required to be made by the Corporation pursuant to applicable law or the requirements of any works council or labor organization. The “Salary Continuation Period” described below will end and salary and benefits payable under this Plan will cease upon the earlier of: (a) the end of the Salary Continuation Period; (b) your reemployment by the Corporation or any subsidiary or affiliate of the Corporation; or (c) your earning compensation under any employment or compensatory arrangement for services provided to any party other than the Corporation (including as an employee, consultant, sole proprietor, security holder, or otherwise in an arrangement in which anything of value is earned or accrued based on your services).

Claims Procedures

Your local Human Resources department reviews and authorizes the payment of benefits under this Plan for those employees who qualify under the provisions of the Plan.  No claim forms need be submitted.  Questions regarding the payment of Plan benefits should be directed to your local Human Resources department.  If you feel that you are not receiving benefits that are due, you must notify the Plan Administrator in writing. If the claim for benefits is denied (in whole or in part), you will be notified electronically or in writing within 90 days (180 days if the Plan Administrator notifies you within the 90-day period of a need for an extension) of receiving the claim. The notice of denial will state the reason for the denial, the pertinent Plan provisions upon which the denial is based, any additional information which may be needed and the reason such additional information (if any) is needed.  In addition, you will be given an explanation of the Plan’s claims review procedures and the time limits applicable to such procedures, including a statement that you have a right to bring a civil action under Section 502(a) of the Employee

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Retirement Income Security Act of 1974, as amended (“ERISA”) following an adverse benefit determination on review.

If you wish to have a denied claim further reviewed, you must send a written request for review to the Plan Administrator at 901 Main Avenue, Suite 612, Norwalk, Connecticut 06851, within 60 days after your initial claim is denied.  You may submit written comments, documents, records and other information relating to the claim to the Plan Administrator.  Your claim for review will be given a full and fair review that takes into account all comments, documents, records and other information submitted that relates to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

The Plan Administrator will render a decision on the claim no later than 60 days after its receipt of your request for review. However, if the Plan Administrator finds it necessary, due to special circumstances, to extend this period and notifies you electronically or in writing, the decision will be rendered as soon as practicable, but in no event later than 120 days after your request for review. The Plan Administrator’s decision will be provided electronically or in writing.  Such decision will be written in a manner calculated to be understood by you and will include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement that you have a right to bring a civil action under Section 502(a) of ERISA and that you are entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to your claim for benefits.  A document is relevant to your claim for benefits if it was relied upon in making the determination, was submitted, considered or generated in the course of making the determination or demonstrates that benefit determinations are made in accordance with the Plan and that Plan provisions have been applied consistently with respect to similarly situated claimants.

You may not institute any action or proceeding in any state or federal court of law or equity, or before any administrative tribunal or arbitrator, for a claim for benefits under the Plan until you have first exhausted the procedures set forth above. No action or proceeding at all may be brought in state or federal court or before any administrative tribunal or arbitrator for benefits under this Plan after one year from the date of the Plan Administrator’s final decision on your claim as described above.

Statement of ERISA Rights

As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to:

Examine, without charge, at the Plan Administrator’s office, all Plan documents, including copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports and Plan descriptions.

Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may request a reasonable charge for the copies.

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of employee benefit plans. The people who operate your Plan,

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called “fiduciaries,” have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may discriminate against you in any way for the purpose of preventing you from obtaining a benefit or exercising your rights under ERISA. If your claim for benefits is denied in whole or in part you must receive a written explanation of the reasons for the denial. You have the right to have the Plan Administrator review and reconsider your claim.

Under ERISA, there are steps you can take to enforce your rights. For instance, if you request materials from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court but any such suit must be filed within one year from the date of the Plan Administrator’s final decision on your claim. If it should happen that you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court.

The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

If you have any questions about your Plan, you should contact your local Human Resources department. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.  You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Right to Withhold Taxes

The Corporation may cause such amounts to be withheld from any payment made under the Plan as it determines necessary to fulfill any federal, state or local wage or compensation withholding requirements.

Unfunded Plan

The Corporation will make all payments under the Plan, and pay all expenses of the Plan, from its general assets.  Nothing contained in the Plan will give any employee any interest in any property of the Corporation or any of its subsidiaries or affiliates.

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Governing Law

The provisions of the Plan will be construed, administered and enforced according to applicable federal law and the laws of the State of Connecticut, without regard to its conflict of law rules and with regard to its statutes of limitations.

Compliance with Section 409A

Interpretation Consistent with Section 409A

Anything in this Plan to the contrary notwithstanding, the terms of this Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury regulations thereunder (the “Regulations”) and the Corporation shall have no right to accelerate or make any payment under this Plan except to the extent permitted under Section 409A of the Code.  The Corporation shall have no obligation, however, to reimburse any employee for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of such employee under Section 409A of the Code except that this provision shall not apply in the event of the Corporation’s negligence or willful disregard in its interpretation of the application of Section 409A of the Code and the Regulations to the Plan, which negligence or willful disregard causes a Plan participant to become subject to a tax penalty or interest payable under Section 409A of the Code, in which case the Corporation will reimburse the participant on an after-tax basis for any such tax penalty or interest not later than the last day of the participant’s taxable year next following the participant’s taxable year in which the participant remits the applicable taxes and interest.

Exemptions from Section 409A

A Plan participant’s right to salary continuation payments under this Plan shall be treated at all times as a right to a series of separate payments under Section 1.409A-2(b)(2)(iii) of the Regulations.  It is intended that: (a) all payments made under this Plan on or before the 15th day of the third month following the end of the participant’s taxable year in which the participant terminates employment shall be exempt from compliance with Section 409A of the Code pursuant to the exception for short-term deferrals set forth in Section 1.409A-1(b)(4) of the Treasury Regulations (the “Exempt Short-Term Deferral Payments”); and (b) payments under this Plan, in excess of the Exempt Short-Term Deferral Payments, that are made on or before the last day of the second taxable year of the participant following the participant’s taxable year in which the participant terminates employment in an aggregate amount not exceeding two times the lesser of: (i) the sum of the participant’s annualized compensation based on the participant’s annual rate of pay for the participant’s taxable year preceding the taxable year in which the participant terminates employment (adjusted for any increase during that year that was expected to continue indefinitely if the participant had not terminated employment); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the participant terminates employment shall be exempt from compliance with Section 409A of the Code pursuant to the exception for payments under a separation pay plan as set forth in Section 1.409A-1(b)(9)(iii) of the Regulations.

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Specific Plan Information

Plan Name

The IMS Health Incorporated Employee Protection Plan

Plan Type

Welfare/Severance Plan

Type of Administration

Self Administered

Plan Year

January 1 to December 31

Name and Address of Plan Sponsor

IMS Health Incorporated

901 Main Avenue

Suite 612

Norwalk, CT 06851

Name, Address and Telephone Number of Plan Administrator

The Employee Benefits Committee

Attention: General Counsel

IMS Health Incorporated

901 Main Avenue

Suite 612

Norwalk, CT 06851

(203) 319-4700

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Agent for Service of Legal Process

IMS Health Incorporated

Service of legal process may also be

made upon the Plan Administrator

(see address above)

Source of Financing of Benefits

The general assets of the Corporation

Effective Date of this Amendment and Restatement of the Plan

January 1, 2008

Employer Identification Number

06-1506026

Plan Number

506

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II. Plan Terms

Introduction

The Plan provides severance benefits to eligible employees of the Corporation.

Plan Coverage

The Plan covers all full-time salaried employees and regular part-time salaried employees of the Corporation and any affiliated company that the Committee has designated to participate in the Plan (collectively referred to as the “Corporation”) who incur an “Eligible Termination” (as defined below). These employees are referred to in this summary as “Eligible Employees.” Notwithstanding the foregoing, (a) an employee who has entered into an agreement with the Corporation which expressly excludes such employee from participation in this Plan (e.g., by naming this Plan or excluding participation in Company-sponsored severance plans generally) and which remains in effect at the date of such employee’s termination of employment shall not be an Eligible Employee; and (b) an employee who otherwise would qualify but who is not on the United States payroll shall be an Eligible Employee only if so determined by the Plan Administrator, and such Eligible Employee, and any employee of an affiliated company who qualifies as an Eligible Employee shall be subject to such additional terms and limitations as the Plan Administrator may consider necessary or advisable; and (c) a worker who has signed an agreement with the Corporation stating that he or she is not eligible to participate in the Plan and any worker that the Corporation treats as an independent contractor, during the period that the worker is so treated, regardless of whether such worker may be determined to be an employee by administrative, judicial or other decision, shall not be an Eligible Employee.  Each Eligible Employee shall be designated as within one of the groups specified as “Selected Executives,” “Level A,” “Level B,” or “Level C” as described in Section III below.

Eligible Termination

Severance benefits are only payable under this Plan if an Eligible Employee incurs an “Eligible Termination.” An Eligible Termination means an involuntary termination of an Eligible Employee’s employment by the Corporation for any reason except that an involuntary termination for “Cause”, as defined below, will not constitute an Eligible Termination and in the case of any Eligible Employee designated as within Level A, B or C as described in Section III below, an involuntary termination due to unsatisfactory performance will not constitute an Eligible Termination unless otherwise determined by the Plan Administrator in its sole discretion.

The foregoing notwithstanding, an Eligible Termination shall not include (a) a unilateral resignation; or (b) any termination where an offer of employment is made to the Eligible Employee of a comparable position at the Corporation.  Solely for the purpose of determining whether an Eligible Employee has received an offer of a comparable position in connection with a Business Unit Acquisition (as defined below), an Eligible Employee shall be considered to have received such an offer if the offer is for employment with the entity that engaged in such Business Unit Acquisition, the compensation payable pursuant to such offer is not less than

8

100% of such Eligible Employee’s base Salary with the Company immediately prior to the Business Unit Acquisition and the principle place of employment under such offer is not more than 30 miles away from such Eligible Employee’s principle place of employment with the Corporation immediately prior to the Business Unit Acquisition.  The determination of whether an Eligible Employee has received an offer of a comparable position under any other circumstances shall be determined by the Plan Administrator, in its sole discretion.

“Business Unit Acquisition” for purposes of this Plan means the acquisition by an entity unrelated to the Corporation of substantially all of the assets of a business unit of the Corporation.

“Cause” for purposes of this Plan means:

(a) Willful malfeasance or willful misconduct by the Eligible Employee in connection with his or her employment;

(b) Continuing failure to perform such duties as are requested by any employee to whom the Eligible Employee reports, directly or indirectly or by the Board of Directors of the Corporation;

(c) Failure by the Eligible Employee to observe material policies of the Corporation; or

(d) The commission by the Eligible Employee of (i) any felony or (ii) any misdemeanor involving moral turpitude.

Severance Benefits

If an Eligible Employee incurs an Eligible Termination not within a Change in Control Period, he or she will be entitled to the Salary Continuation and benefits described in Section III below for the period specified in Section III.  If the Eligible Termination occurs within a Change in Control Period, the Eligible Employee shall be entitled to receive Salary Continuation in an amount equal to 130% of the amount determined in accordance with Section III for the period specified in Section III and benefits for the period specified in Section III, except as otherwise provided below; provided, however, that if the Corporation and the Eligible Employee have entered into a change in control agreement or other agreement specifically providing for severance payments and benefits upon specified terminations following a change in control of the Corporation which is in effect at the date of the Eligible Termination (whether or not severance payments and benefits are actually payable under such other agreement), no Salary Continuation or benefits will be payable to the Eligible Employee under this Plan. Under certain limited circumstances, however, the Chief Executive Officer of the Corporation (or other officers to whom authority is delegated) may alter the provisions of the Plan (by, for example, increasing or reducing benefits otherwise payable under the Plan), but not the time or form of payment of those benefits, in a manner that complies with Section 409A of the Code. Severance benefits under the Plan may not, in any event, exceed the limitations imposed by ERISA on severance payable under welfare benefit plans.

The “Salary Continuation Period” described below will end and salary and benefits payable under this Plan will cease upon the earlier of: (a) the end of the Salary Continuation Period; (b) an Eligible Employee’s reemployment by the Corporation or any subsidiary or affiliate of the

9

Corporation; or (c) an Eligible Employee’s earning compensation under any employment or compensatory arrangement for services provided to any party other than the Corporation (including as an employee, consultant, sole proprietor, security holder, or otherwise in an arrangement in which anything of value is earned or accrued based on the Eligible Employee’s services). The Eligible Employee must inform the Plan Administrator of any such employment or other arrangement under which such services will be provided, prior to or upon commencement of such employment or arrangement, including the date as of which such employment or services commenced.  The Corporation shall be entitled to recover from the Eligible Employee any payments and the fair market value of benefits previously made or provided to the Eligible Employee under the Plan which would not have been paid if the Plan Administrator had adequate prior notice of the matters described in the preceding sentence.

Unless otherwise determined by the Plan Administrator, the amount of Salary payable during the period specified in Section III below shall be reduced by each of the following amounts applicable to the Eligible Employee (but not reduced to an amount less than zero):

·the amount of any sign-on bonus or any other amount(s) paid by the Corporation to the Eligible Employee (other than the payment of base Salary, performance-related bonuses, or reimbursement of business-related expenses incurred by the Eligible Employee) in connection with the Eligible Employee’s commencement of employment, if such payment(s) occurred within twelve months of the date of the Eligible Termination, or

·the amount of any severance payments, termination payments or any other amounts paid or payable to the Eligible Employee arising from or relating to the termination of employment of the Eligible Employee by the Corporation arising from the laws of any governmental entity or the requirements of any works council or labor organization.

If reduced in accordance with this paragraph, the aggregate amount of Salary payable during the period specified in Section III shall be payable proportionately over the period during which Salary Continuation is to be paid, as specified in Section III.

The payment of severance benefits in excess of two weeks of Salary and benefits, as provided in Section III, is conditioned upon the signing of a release and agreement and such other documents that the Plan Administrator may require in a form approved by the Plan Administrator. The release and agreement will require an Eligible Employee’s waiver of all claims, legal and contractual, against the Corporation, its subsidiaries and affiliates.  In addition, it may require, among other things, that for the greater of a period of one year following termination or through the end of the Salary Continuation Period described below, the Eligible Employee (a) be reasonably available to consult and cooperate with the Corporation on various matters and (b) not compete with the Corporation, its subsidiaries and affiliates, or recruit or solicit their customers or employees. The release and agreement will be provided to the Eligible Employee as soon as administratively practicable following the Eligible Termination and must be executed and returned to the Corporation eight days before the date of commencement of payment of severance and benefits in excess of two weeks of Salary and benefits. (In order to satisfy the exemption from Section 409A of the Code described above, the date of commencement of payment of severance and benefits in excess of two weeks of Salary and benefits shall be on or before the earlier of:  (i) the 90^th day following the Eligible Termination, determined in the sole

10

discretion of the Plan Administrator; or (ii) March 15^th of the calendar year following the year in which the Eligible Termination occurred.)

IMPORTANT: If an Eligible Employee does not sign the release and agreement, he or she will not be entitled to any benefits under the Plan in excess of two weeks of Salary and benefits and will have NO RIGHT to any other severance benefits under the Plan. If the release and agreement is signed, the payment of severance benefits may be delayed until the end of any period during which an employee is permitted by law to revoke a signed release. An Eligible Employee’s obligation under the agreement continues for the greater of one year following termination or through the Salary Continuation Period, even if Salary Continuation ends prior to expiration of this period.

Anything in this Plan to the contrary notwithstanding, payment of Salary Continuation that is not exempt from compliance with Section 409A of the Code to any Specified Employee upon separation from service shall not be made before the date that is six months after the date of separation from service (or, if earlier, the date of death of such Specified Employee). Any Salary Continuation payment which is subject to the six-month delay in payment described in this paragraph will be adjusted to reflect the deferred payment date by multiplying the delayed payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365. The adjusted payment shall be made at the beginning of the seventh month following the Specified Employee’s separation from service.

Certain terms are used in the description of Plan benefits contained in this summary. These terms, and their meanings, are as follows:

“Annual Incentive” means a bonus the amount of which is based on performance determined over a one-year period.

“Annual Incentive Plan” means any annual incentive plan in which the Eligible Employee participated immediately prior to termination of employment.

“Benefits Continuation” means the continuation of medical, dental and life benefits that are paid over the Salary Continuation Period, as described in Section III.

“Change in Control” means the occurrence of one of the following events:

(a)           any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or any corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock in the Corporation) becomes the “Beneficial Owners” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then-outstanding securities;

11

(b)           during any period of 24 months (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the board of directors of the Corporation (the “Board”), and any new director (other than (i) a director nominated by a Person who has entered into an agreement with the Corporation to effect a transaction described in paragraphs (a), (c), or (d) of this definition, (ii) a director nominated by any Person (including the Corporation) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control, or (iii) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Corporation representing 10% or more of the combined voting power of the Corporation’s securities) whose election by the Board or nomination for election by the Corporation’s stockholders was approved in advance by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(c)           any transaction (or series of transactions) is consummated under which the Corporation is merged or consolidated with any other company, other than a merger or consolidation (i) which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66 2/3% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation and (ii) after which no Person holds 20% or more of the combined voting power of the then-outstanding securities of the Corporation or such surviving entity;

(d)           a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets is consummated or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation; or

(e)           the Board adopts a resolution to the effect that, for purposes of this Plan, a Change in Control has occurred.

“Change in Control Period” means the period beginning upon a Change in Control and ending at the end of the 12th month following the Change in Control.

“Salary” means an Eligible Employee’s annual base Salary in effect at the time of an Eligible Termination except, for purposes of determining the amount payable during the Salary Continuation Period, the Plan Administrator may, in its sole discretion, include an additional cash amount as part of the amount of Salary, in order to reflect any periodic payment being received as compensation by the Eligible Employee in addition to Salary immediately prior to termination and to ensure comparability of benefits among Eligible Employees receiving benefits under the Plan.

“Salary Continuation” means the Salary that is paid over the Salary Continuation Period.

“Salary Continuation Period” means the total number of weeks over which Salary Continuation is payable.  The Salary Continuation Period will begin immediately following the Eligible

12

Termination, subject to the Eligible Employee’s execution and return of the release and agreement described above for Salary Continuation in excess of two weeks.

“Specified Employee” means an employee who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month period beginning on the first day of the fourth month immediately following the end of such calendar year.

“Year of Service” means each full and partial year of employment with the Corporation.  Service will also include periods of employment prior to the reorganization of Dun & Bradstreet or Cognizant Corporation to the extent they were taken into account under the Dun & Bradstreet and Cognizant Career Transition Plans prior to such reorganization. All partial years of employment will be aggregated to determine an Eligible Employee’s total Years of Service under the Plan. Prior periods of employment with companies that are acquired or become affiliated with the Corporation will not be taken into account unless expressly approved by the Plan Administrator.

13

III. Salary and Benefits Continuation Information

Salary Continuation

An Eligible Employee who has an Eligible Termination will be assigned to a Designated Group as follows:

Designated Group	Participation Criteria	Salary Range
Selected Executives	Persons who have entered into Change in Control Agreements	N/A
A	Persons who have not entered into Change in Control Agreements	Salary greater than or equal to $150,000
B	Persons who have not entered into Change in Control Agreements	Salary between $75,000 and $149,000
C	All other Eligible Employees	Salary less than $75,000

An Eligible Employee’s Designated Group assignment will determine the period of Salary and Benefits Continuation upon an Eligible Termination in accordance with the following table:

	Selected Executives	Group A	Group B	Group C
Less than 1 Year of Service	26 weeks of Salary and Benefits Continuation	16 weeks of Salary and Benefits Continuation	8 weeks of Salary and Benefits Continuation	4 weeks of Salary and Benefits Continuation
One or more Years of Service	1.5 weeks of Salary and Benefits Continuation per $10,000 of Salary plus 3 weeks of Salary and Benefits Continuation for each Year of Service,	1.5 weeks of Salary and Benefits Continuation per $10,000 of Salary plus 2 weeks of Salary and Benefits Continuation for each Year of Service,	1 week of Salary and Benefits Continuation per $10,000 of Salary plus 2 weeks of Salary and Benefits Continuation for each Year of Service,	1 week of Salary and Benefits Continuation per $10,000 of Salary plus 1.5 weeks of Salary and Benefits Continuation for each Year of Service,

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	subject to minimum and maximum	subject to minimum and maximum	subject to minimum and maximum	subject to minimum and maximum
Minimum	26 weeks	16 weeks	8 weeks	4 weeks
Maximum	104 weeks	78 weeks	52 weeks	52 weeks

Salary will be payable semi-monthly throughout the Salary Continuation Period. The amount of the semi-monthly payments will be at your annualized Salary rate.

Sample Calculation

If an employee has 16 Years of Service with the Corporation and is earning a Salary equal to $110,000 at the time of an Eligible Termination, the employee will receive semi-monthly payments at the annualized rate of $110,000 as below:

1.0 x ($110,000/$10,000) = 11 weeks

plus

2.0 x 16 = 32.0 weeks

Resulting in a total of 43 weeks of Salary

Benefits Continuation

Medical, dental and life insurance benefits will continue throughout the Salary Continuation Period at the levels in effect for the Eligible Employee immediately prior to the Eligible Termination but in no event greater than the levels in effect for active employees generally during the Salary Continuation Period, provided that the Eligible Employee shall pay the employee portion of any required premium or contribution and that continuation of any medical flexible spending accounts will be on an after-tax basis only.  Any period during which an Eligible Employee and his or her dependents may be entitled to continued medical coverage following an Eligible Termination pursuant to federal or state laws will commence as of the Eligible Termination and not the end of the Salary Continuation Period.

Eligible Employees do not accrue or earn vacation or time-off benefits during the Salary Continuation Period.

Termination of Salary and Benefits Continuation

The Salary Continuation Period described above will end and salary and benefits payable under this Plan will cease upon the earlier of: (a) the end of the Salary Continuation Period; (b) the Eligible Employee’s reemployment by the Corporation or any subsidiary or affiliate of the Corporation; or (c) the Eligible Employee’s earning compensation under any employment or compensatory arrangement for services provided to any party other than the Corporation

15

(including as an employee, consultant, sole proprietor, security holder, or otherwise in an arrangement in which anything of value is earned or accrued based on your services). The Eligible Employee must inform the Plan Administrator of any such employment or other arrangement under which such services will be provided, prior to or upon commencement of such employment or arrangement, including the date as of which such employment or services commenced.  The Corporation shall be entitled to recover from the Eligible Employee any payments and the fair market value of benefits previously made or provided to the Eligible Employee under the Plan which would not have been paid if the Plan Administrator had adequate prior notice of the matters described in the preceding sentence.

Annual Incentive

The following applies to Eligible Employees who were participants in any Annual Incentive Plan immediately prior to an Eligible Termination:

If an Eligible Employee was employed for at least 6 full calendar months in the Annual Incentive Plan performance period during which the Eligible Termination occurs, he or she will receive, in cash, a portion of the Annual Incentive which would have been payable for that year under the Annual Incentive Plan if employment did not terminate. The portion of the incentive payable is determined by multiplying the amount of the Annual Incentive that would have been payable by the number of full months of the Eligible Employee’s employment during the Annual Incentive Plan performance period and dividing that result by 12.

The amount payable under this Plan will be paid at the time the Annual Incentive would have been paid if an Eligible Termination had not occurred. In addition, no incentive will be paid in respect of a program that is designed to be based on a performance period of less than one year (e.g., quarterly bonuses).

Annual Incentive Example:

An Eligible Employee incurs an Eligible Termination on July 1st, six months into an Annual Incentive performance period (for this illustration the performance period is assumed to be the calendar year). Annual Incentives are normally payable in March of the following year and at that time it is determined that the Eligible Employee would have received a $10,000 Annual Incentive for the prior year. The amount payable to the Eligible Employee is determined as follows:

$10,000 x 6/12 = $5,000

If the Eligible Employee incurred an Eligible Termination at any time prior to July 1st, no Annual Incentive would be payable because the Eligible Employee must be employed at least six full months during an Annual Incentive performance period to be entitled to an Annual Incentive under this Plan.

Stock Options

Upon termination of employment, any and all exercisable (vested) stock options held by an Eligible Employee either shall terminate and be forfeited, or may be exercisable for a limited

16

period of time as set forth in the applicable stock option plan prospectus distributed to employees. Unvested options shall terminate and be forfeited upon termination of employment. The prospectus also describes the treatment of any “purchased options.”

Outplacement Services

An Eligible Employee will be entitled to such reasonable outplacement services as may be provided by the Corporation. The Corporation will inform all Eligible Employees of the availability of outplacement services. Any such outplacement services provided to an Eligible Employee will not extend beyond the last day of the second calendar year following the calendar year in which the Eligible Employee’s Eligible Termination occurred, provided that any reimbursement for outplacement expenses may be paid by the last day of the third calendar year following the calendar year in which the Eligible Employee’s Eligible Termination occurred.

Death During Salary Continuation Period

In the event of an Eligible Employee’s death during the Salary Continuation Period, the Salary Continuation and Annual Incentive amounts will continue to be paid to the Eligible Employee’s estate at the time or times otherwise provided for in this Plan. The payment of all other benefits under the Plan will cease.

No Further Grants

Following an Eligible Employee’s termination of employment and in accordance with the applicable plans and programs, no new grants, awards or contributions will be made to, by or on behalf of him or her under any plan or program of the Corporation including, but not limited to, the Annual Incentive Plan and any stock option, retirement or savings plan. In addition, participation in all Corporation benefit plans (other than the medical, dental and life insurance coverage which may be continued under this Plan) will cease upon termination of employment.

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EX-31.1

Exhibit 31.1

CEO CERTIFICATION

I, David R. Carlucci, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of IMS Health Incorporated (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2008
By:	/s/ David R. Carlucci
David R. Carlucci
Chairman, Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CFO CERTIFICATION

I, Leslye G. Katz, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of IMS Health Incorporated (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2008
By:	/s/ Leslye G. Katz
Leslye G. Katz
Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned does hereby certify that:

The Form 10-Q for the quarter ended June 30, 2008 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ David R. Carlucci
Date: July 31, 2008	David R. Carlucci
	Chairman, Chief Executive Officer and President

	/s/ Leslye G. Katz
Date: July 31, 2008	Leslye G. Katz
	Senior Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been provided to IMS Health Incorporated and will be retained by IMS Health Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.