10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

oTRANSITION 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 or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
901 Main Avenue, Norwalk, Connecticut	06851
(Address of principal executive offices)	(Zip Code)
(203) 845-5200
(Registrant’s telephone number, including area code)
1499 Post Road, Fairfield, Connecticut    06824
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $.01 par value per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o    No x

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 such filing requirements for the past 90 days.  Yes x    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o

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

As of June 30, 2006, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately $5,410 million based on the closing transaction price on the New York Stock Exchange Composite Tape.

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

Class	Outstanding at February 15, 2007
Common Stock, $.01 par value per share	195,144,809 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on May 4, 2007, are incorporated into Part III of this Form 10-K.

Table of Contents

Section	Page
Part I
Item 1. Business		3
IMS		3
Our Products and Services		4
Our Data Suppliers		7
Our Customers		7
Our Competition		7
Our Intellectual Property		8
Our Employees		8
Available Information		8
Item 1A. Risk Factors		9
Item 1B. Unresolved Staff Comments		14
Item 2. Properties		14
Item 3. Legal Proceedings		14
Item 4. Submission of Matters to a Vote of Security Holders		16
Executive Officers of the Registrant		17
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		20
Item 6. Selected Financial Data		21
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 7A. Quantitative and Qualitative Disclosures about Market Risk		45
Item 8. Financial Statements and Supplementary Data		46
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		97
Item 9A. Controls and Procedures		97
Item 9B. Other Information		98
Part III
Item 10. Directors, Executive Officers and Corporate Governance		99
Item 11. Executive Compensation		99
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		99
Item 13. Certain Relationships and Related Transactions, and Director Independence		101
Item 14. Principal Accountant Fees and Services		101
Part IV
Item 15. Exhibits and Financial Statement Schedules		102
Index to Consolidated Financial Statements and Financial Statement Schedule		104
Schedule II—Valuation and Qualifying Accounts		105
Index to Exhibits		106
Exhibit 21—IMS Health Incorporated Active Subsidiaries
Exhibit 23—Consent of Independent Registered Public Accounting Firm
Exhibit 31.1—CEO Section 302 Certification
Exhibit 31.2—CFO Section 302 Certification
Exhibit 32.1—Joint CEO/CFO Certification Required Under Section 906 of the Sarbanes-Oxley Act of 2002

The Index to Exhibits is located on Pages 106 to 117

PART I

Except where the context indicates otherwise, when we use the terms “IMS,” “Company,” “we,” “us” and “our,” we mean IMS Health Incorporated and all subsidiaries consolidated in the financial statements contained or incorporated by reference herein.

Item 1.Business

IMS 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 care 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 our clients’ needs by using data secured from a worldwide network of suppliers in more than 100 counties. Our 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, 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.

IMS was incorporated under the laws of the State of Delaware in 1998 and we have operations in more than l00 countries. Until December 21, 2004, we also owned an approximately 25% equity interest in The TriZetto Group, Inc. (see Note 8 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K).

Segment financial information, including financial information about domestic and foreign generated revenue, is set forth in Note 19 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

Additional information regarding changes to and the development of our business is contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Notes 1, 2, 3, 4, 5, 8, 16 and 19 to the Consolidated Financial Statements in Part II, Items 7, 7A and 8 of this Annual Report on Form 10-K.

IMS

We provide critical business intelligence, including information, analytics and consulting services to the pharmaceutical and healthcare industries worldwide. Our market intelligence products and services serve our clients’ needs which we group into three broad areas: sales force effectiveness, portfolio optimization, and launch, brand management and other. We provide information services covering more than 100 countries and maintain offices in 76 countries on six continents, with approximately 63% of our total 2006 revenue generated outside the United States.

3

OUR PRODUCTS AND SERVICES

SALES FORCE EFFECTIVENESS OFFERINGS.   Our Sales Force Effectiveness offerings represented approximately 47% of our worldwide revenue in 2006. Sales Force Effectiveness offerings provide our customers with innovative solutions to enhance market share and revenue potential using sub-national sales and prescription intelligence, easy-to-use access tools and an array of consulting services. Using a total solutions approach, IMS Sales Force Effectiveness drives smart business decisions, shapes sales management and marketing strategies, and supports critical sales tactics to maximize market position and overall performance. Offering actionable insight for markets worldwide, services within the Sales Force Effectiveness business area provide in-depth intelligence that support the planning, development and execution of critical business processes, including segmentation and targeting, sales force sizing and deployment, performance assessment and compensation, and territory management. The IMS Sales Force Effectiveness offerings provide the in-depth information, market intelligence and analysis that empower our customers’ sales managers and enhance the effectiveness of their sales teams.

Our principal Sales Force Effectiveness offerings are as follows:

·Sales Territory Reporting Services.   Sales territory reporting is the principal sales management service that we offer to our pharmaceutical clients. Sales territory reports can be precisely tailored for each client and measure the sales of a client’s own products and those of competitors within specified geographical configurations. These reports are designed to provide marketing and sales managers with a reliable measurement of each salesperson’s activity and effectiveness in his or her sales territory. Our sales territory reporting services cover more than 29 countries and are used by our customers for applications such as sales-force compensation, resource allocation, territory alignment, market analyses and distribution management. We make reports available to clients in a variety of frequencies, such as on a weekly, monthly and quarterly basis. In the United States, sales territory reports from our DDDTM service allow pharmaceutical clients to track the flow of sales for their products and those of their competitors to various levels of geography and channels of distribution. Our DDD database contains data on sales of pharmaceutical products through all distribution channels, including direct sales by pharmaceutical manufacturers and indirect sales through drug wholesalers, mail service distributors, warehousing chains and other specialty distributors.

·Prescription Tracking Reporting Services.   Our prescription tracking reporting services are designed to monitor prescription activity and to track the movement of pharmaceutical products out of retail channels. Prescription tracking services are used by pharmaceutical companies to facilitate product marketing at the prescriber level. In the United States, our Xponent® service monitors prescription activity from retail pharmacies, long-term care and mail service pharmacies using a patented statistical methodology to project the prescription activity of nearly 1.4 million individual prescribers on a weekly and monthly basis. Xponent is available in 6 European countries. The European Xponent database is built from prescription data collected from retail pharmacies and coding centers, which are linked to the geographical area in which the prescription was written. We also offer Early ViewTM, a sales optimization solution, providing weekly prescriber level activity, highlighting competitive prescribing trends for clients’ key prescribers directly to clients’ sales representatives electronically. IMS Healthcare Professional Spheres provide clients with timely and comprehensive information on 2.4 million healthcare professionals, including healthcare professionals’ names, addresses, organizational affiliations, license numbers and expiration dates and authorization statuses. IMS Healthcare Professional Spheres is used by our customers as the foundation upon which they build their Customer Master, an integral part of any successful data warehouse or CRM system.

·Sales & Account Management and Other Consulting & Services.   Our Sales & Account Management practice focuses on helping customers assess the effectiveness of their sales strategies and better

4

design and deploy their sales forces. Using evidence-based research, our offerings in this practice help clients better segment their customer base, determine the optimal size and structure of their sales force based on that segmentation, and design call plans that optimally deploy the various sales resources across channels to better meet their customers’ needs and increase their sales force effectiveness. Our Information Management practice helps clients organize, integrate, warehouse and analyze valuable data assets from multiple sources. We also provide Client Services within this business line. Along with product set-up, installation and implementation, Client Services provides customer training and a variety of ongoing, post-sales services.

PORTFOLIO OPTIMIZATION OFFERINGS.Portfolio Optimization offerings represented approximately 29% of our worldwide revenue in 2006. IMS Portfolio Optimization provides customers with the intelligence and tools to identify and optimize pharmaceutical product portfolios, including currently marketed products and the new product pipeline. Providing a comprehensive range of offerings, Portfolio Optimization enables customers to evaluate, assess, understand, and implement strategies and tactics to improve bottom-line performance and set the course for the future. Integrating prescriptions, sales, disease/treatment, and industry intelligence, the Portfolio Optimization services provide a comprehensive picture of the worldwide market. From a national viewpoint down to regional and local level data, customers can complete a thorough market analysis, exploring all options to set the pace for brand leadership. Using in-depth business intelligence, analysis and forecasting, IMS offerings provide customers with the facts, interpretation and guidance to make the best portfolio optimization decisions.

Our principal Portfolio Optimization offerings include the following:

·Pharmaceutical Audits.   These audits measure the sale of pharmaceutical products into pharmacies, supplemented in some countries by data collected from dispensing physicians, retail chains and discount stores. These audits contain data projected to national estimates, showing product sales by therapeutic class broken down by package size and dosage form. We publish pharmaceutical audits covering over 80 countries.

·Medical Audits.   These audits are based on information collected from panels of practicing office-based physicians and contain projected national estimates of the number of consultations for each diagnosed disease with details of the therapy prescribed. These audits also analyze the use physicians make of individual drugs by listing the diseases for which they are prescribed, the potential therapeutic action the physician is expecting, other drugs prescribed at the same time, and estimates of the total number of drugs used for each disease. We publish medical audits covering 44 countries.

·Hospital Audits.   These audits contain data projected to national and regional estimates and show the sale of pharmaceutical products to hospitals by therapeutic class. Related reports provide audits of laboratory diagnostic supplies, hospital supplies and hospital records. We publish hospital audits covering 49 countries.

·Prescription Audits.   These audits analyze the rate at which drugs move out of the pharmacy and into the hands of the consumer, and measure both what is prescribed by physicians and what is actually dispensed at the pharmacy. We publish prescription audits covering 9 countries.

·MIDAS® Services.   MIDAS is an on-line multinational integrated data analysis tool that harnesses our worldwide databases and is used by the pharmaceutical industry to assess and utilize global pharmaceutical information and trends in multiple markets. Our MIDAS Quantum offering gives clients on-line access to pharmaceutical, medical, promotional and chemical data that we compile. Using MIDAS Quantum, our clients are able to view information from the national databases compiled by us and produce statistical reports in the format required by the client. MIDAS contains information covering more than 70 countries.

5

·Other Portfolio Optimization Reports.   These include Market Research Publications including the Pharmaceutical World ReviewTM; personal care reports, which measure the sale of medical surgical device product purchases; and reports on bulk chemical shipments and molecules for research and development. We have developed, in certain countries, disease and treatment information at the patient level (in which information is not identifiable at the individual patient level) that gives participants in the healthcare industry new insights into the treatment of diseases. The availability, scope and frequency of the foregoing reports vary on a country-by-country basis.

·Consulting & Services.   Consultants in our Management Consulting group, and particularly its Performance Management practice, develop and track key business metrics to assist clients on a wide range of strategic issues relating to Portfolio Optimization. As with our Sales Force Effectiveness business line, our Information Management consulting group helps clients organize, analyze and warehouse valuable data assets from multiple sources related to their portfolios. We also provide Client Services within this business line. Along with product set-up, installation, and implementation of our offerings, Client Services includes customer training and a variety of ongoing, post-sales services.

LAUNCH, BRAND MANAGEMENT AND OTHER OFFERINGS.Launch, Brand Management and Other Offerings represented approximately 24% of our worldwide revenue in 2006. Launch and Brand Management offerings combine information, analytical tools, and consulting and services to address client needs relevant to each stage in the lifecycle of their pharmaceutical brands. The areas covered include: brand planning, which helps our clients with market assessment and forecasting, market segmentation and product positioning; pricing & market access, which helps our clients to effectively price and drive market access for their products as well as assess the health economics and real world health outcomes associated with products; promotion management, which helps our clients measure, assess effectiveness and optimize promotion investment, channel mix and messaging; and, performance management, which helps our clients measure diagnosis and optimization for new product launches.

Offerings under Launch and Brand business line include:

·Promotional Audits.Our promotional audits measure pharmaceutical promotion for a particular market, including sales-force promotion and journal and mail advertising, based on information received from panels of physicians and from monitoring medical journals and direct mail. In the United States, spending on direct-to-consumer advertising is also measured. IMS publishes promotional audit reports covering 25 countries. This evidential information is used to help clients improve the effectiveness of their promotional messages, mix and delivery.

·Oncology Analyzer.Our Oncology Analyzer collects longitudinal patient information regarding the diagnosis and treatment in the critical area of Oncology across major markets. This information helps clients and our consulting teams to understand markets, patient opportunities and treatment patterns to plan and execute successful strategies in Oncology.

·Forecasting Portfolio.Our forecasting portfolio includes multi-country forecasts of expected market performance by country and within therapy category. These offerings are closely aligned with forecasting services, which include consulting and training.

We also provide other products and services in the following areas:

·Managed Care.Our managed care offerings provide an array of information to quantify the effects of managed care on the pharmaceutical and healthcare industry. Managed care offerings are used by clients to assist in evaluating the impact of managed care on the pharmaceutical marketplace and in enhancing the performance of their products through

6

better contracting strategies, formulary management and tracking, plan performance tracking and monitoring plan relationships with organizations, such as large medical groups, that may influence prescribing behavior. The types of reports include measurement of prescriptions at the plan level, formulary assessment and tracking, and tracking of prescription payment by type, such as cash, Medicaid or third-party payment. This service is available both in the United States and Canada. In addition, to address emerging Medicare needs in the United States, we make the following services available to our clients: strategic consulting, tactical consulting, rebate validation and performance evaluation.

·Consumer Health.Our consumer health services provide detailed product movement, market share and pricing information for over-the-counter, personal care, patient care and nutritional products. Consumer health offerings assist over-the-counter and pharmaceutical manufacturers in understanding consumer purchasing dynamics and promotional impact, examining and assessing segmentation and sales force management, strategic business planning, market opportunity and performance management. We publish reports on the global consumer health market, with audited information covering 30 countries, and provide related services. PharmaTrend, our tracking service for over-the-counter pharmaceutical products purchased by consumers, is available in 12 European countries.

·Consulting & Services.We provide evidence-based solutions that allow our clients to make informed business decisions. Such solutions include: Pricing & Market Access, formulating strategies for product pricing, reimbursement, and market access; Product & Portfolio Development, providing solutions for strategic issues for molecules greater than eighteen months prior to launch as well as the lifecycle management; and Promotion Management, assisting our clients in optimizing brand or franchise promotion spending and messaging.

OUR DATA SUPPLIERS

Over the past five decades, we generally have developed and maintained strong relationships with our data suppliers in each market in which we operate. We have historical connections with many of the relevant trade associations and professional associations, including for example, in the United States, where we have been designated as a database licensee by the American Medical Association (referred to in this document as AMA) for use and sublicensing of the AMA’s physician database. As the supply of pharmaceutical data is critical to our business, we devote significant human and financial resources to our data collection efforts.

OUR CUSTOMERS

Sales to the pharmaceutical industry accounted for substantially all of our revenue in 2006, 2005 and 2004. All major pharmaceutical and biotechnology companies are our customers, and many of these companies subscribe to reports and services in several countries. Our customer base is broad in scope and enables us to avoid dependence on any single customer. None of our customers accounted for more than 10% of our gross revenues in 2006, 2005 or 2004.

OUR COMPETITION

While no competitor provides the geographical reach or breadth of our services, we generally compete in the countries in which we operate with other information services companies, as well as with the in-house capabilities of our customers. Generally, competition has arisen on a country-by-country basis. In Europe, certain of our services compete with those offered by competitors such as Taylor Nelson in the United Kingdom, and Cegedim in France, Germany and the United Kingdom. In the United States,

7

certain of our sales management services, including our sales territory and prescription tracking reports, compete with the offerings of various companies, particularly NDCHealth Corporation, which was acquired by Wolters Kluwer in 2005. Also, various companies compete with us in the United States with respect to our market research services, including Verispan, LLC. Our consulting and services businesses compete with various consulting firms around the world. Service, quality, coverage and speed of delivery of information services and products are the principal differentiators in our markets.

OUR INTELLECTUAL PROPERTY

We own and control a number of trade secrets, confidential information, trademarks, trade names, copyrights, patents, patent applications and other intellectual property rights which, in the aggregate, are of material importance to our business. We own two significant U.S. patents relating to our Xponent product, U.S. Patent Nos. 5,420,786 and 5,781,893, which will expire in 2012 and 2015, respectfully. We also have numerous trade secrets relating to data processing that are of material importance to our business. Management believes that the “IMS” name and related names, marks and logos are of material importance to us. We are licensed to use certain technology and other intellectual property rights owned and controlled by others, and similarly, other companies are licensed to use certain technology and other intellectual property rights owned and controlled by us. The technology and other intellectual property rights licensed by us are of importance to our business, although our management believes that our business, as a whole, is not dependent upon any one intellectual property or group of such properties.

The names of our products and services referred to in this document are trademarks, service marks, registered trademarks or registered service marks owned by or licensed to us.

OUR EMPLOYEES

We had approximately 7,400 employees worldwide as of December 31, 2006. Almost all of these employees are full-time. None of our U.S. employees are represented by a union. In Austria, Belgium, France, Germany, Italy, the Netherlands and Spain, we have Works Councils, which are a legal requirement in those countries. We also have a European Works Council, which is a requirement under European Union laws. Management considers its relations with our employees to be good and to have been maintained in a normal and customary manner.

AVAILABLE INFORMATION

We make available free of charge on or through our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”), as well as proxy statements, as soon as reasonably practicable after we electronically files such material with, or furnish it to, the U.S. Securities and Exchange Commission (“SEC”). Also posted on our website, and available in print upon the request of any shareholder to our Investor Relations Department, are our certificate of incorporation and by-laws, the charters for our Audit Committee, Human Resources Committee and Nominating and Governance Committee, our Corporate Governance Guidelines, our Policy on Business Conduct governing our directors, officers and employees, our Code of Ethics for Principal Executive Officer and Senior Financial Officers, our Guidelines for Determining Director Independence and our Policy and Procedures Governing Related-Person Transactions. Within the time period required by the SEC and the New York Stock Exchange (“NYSE”), we will post on our website any amendment to the Policy on Business Conduct or the Code of Ethics for Principal Executive Officer and Senior Financial Officers or any waiver of either such policy applicable to any of our senior financial officers, executive officers or directors. In addition, our website includes information concerning purchases and sales of our equity securities by our executive officers and directors, as well as disclosure relating to certain non-GAAP financial measures (as defined in the SEC’s Regulation G) that we make public orally, telephonically, by webcast, by broadcast or similar means. Our Internet address is

8

http://www.IMSHEALTH.com and the information described above can be found in the Investors section of that website. Our Investor Relations Department can be contacted at IMS Health Incorporated, 901 Main Avenue, Norwalk, Connecticut 06851, Attn: Investor Relations: (203) 845-5200, e-mail: askir@imshealth.com.

Item 1A.Risk Factors

In addition to the other information included or incorporated by reference into this Annual Report on Form 10-K, 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 that 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 laws may restrict our activities.

Data protection 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 issues and the number of jurisdictions with data protection 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’ ability to generate or assemble data or to develop or market current or future products or services.

9

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 2006 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;

·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 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 3 of this Annual Report on Form 10-K. Moreover, there can be no assurance that we will be able to maintain our effective tax rate.

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 3 of this Annual Report on Form 10-K. 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

10

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;

·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.

11

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.

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.

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.

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

12

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 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, 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.

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

We operate in approximately 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.

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, production, financial and logistics functions, our results of operations and financial condition could be materially adversely affected.

13

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.

Item 1B.Unresolved Staff Comments

There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of our 2006 fiscal year.

Item 2.Properties

Our executive offices are located at 901 Main Avenue, Norwalk, Connecticut in a leased property (approximately 35,000 square feet).

Our property is geographically distributed to meet our sales and operating requirements worldwide. Our properties and equipment are generally considered to be both suitable and adequate to meet current operating requirements and virtually all space is being utilized.

Our owned properties located within the United States include two facilities. These properties are located in Plymouth Meeting (approximately 212,000 square feet) and West Norriton, Pennsylvania (approximately 17,000 square feet).

Our active owned properties located outside the United States include: one property in each of Buenos Aires, Argentina (approximately 12,000 square feet); Brussels, Belgium (25,000 square feet); Santiago, Chile (approximately 4,000 square feet); Caracas, Venezuela (approximately 4,000 square feet); and London (approximately 102,000 square feet).

Our operations are also conducted from nineteen leased offices located throughout the United States and 101 leased offices in non-United States locations.

We own or lease a variety of computers and other equipment for our operational needs. We continue to upgrade and expand our computers and related equipment in order to increase efficiency, enhance reliability and provide the necessary base for business expansion.

Item 3.Legal Proceedings

We are involved in legal and tax proceedings, claims and litigation arising in the ordinary course of business. We periodically assess our liabilities and contingencies in connection with these matters based upon the latest information available. For those matters where we currently believe it is probable that we will incur a loss and that the probable loss or range of loss can be reasonably estimated, we have recorded reserves in the Consolidated Financial Statements based on our 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, we are unable to make a reasonable estimate of a liability, if any. However, even in many instances where we have recorded a reserve, we are unable to predict with certainty the final outcome of the matter or whether resolution of the matter will materially affect our results of operations, financial position or cash flows. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly.

14

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

LEGACY AND RELATED MATTERS

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”) and now known as Nielsen Media Research, Inc., a subsidiary of The Nielsen Company, formerly known as VNU N.V. (“NMR”) (the “1996 Spin-Off”). The agreements effecting the 1996 Spin-Off allocated tax-related liability with respect to 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 (the “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.

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 (tax and interest, net of federal income tax benefit)). 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. The parties are currently engaged in discovery in this arbitration.

The Company accrued approximately $24,900 for the Dutch Partnership Dispute and the remaining disputes in 2006. During  2006, the Company made payments with regard to one of the disputes of approximately $5,900 (including tax and interest, net of federal income tax benefit) related to certain 1995 and 1996 shared state and local legacy tax liabilities. As of December 31, 2006 the Company has a reserve of approximately $20,200 for the remainder of these matters. The Company intends to vigorously defend itself with respect to the Dutch Partnership Dispute and the remaining disputes.

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

15

of tax benefit) with respect to tax year 1997 would be approximately $20,300, which amount the Company had reserved in current accrued income taxes payable at December 31, 2006.

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.

Matters Before the Belgian Competition Service

Complaints were filed in 1998 and 1999 against the Company with the Belgian Competition Service (“BCS”) alleging abuse of a dominant position on the Belgian market. In October 1999 and 2000, the Chairman of the Belgian Competition Council (“BCC”) adopted interim measures against the Company, with which the Company complied. In December 2004, the Company received a formal statement of objections alleging that the Company had abused its dominant position on the Belgian market in violation of Article 82 of the EC Treaty and corresponding Belgian law. The Company submitted its comments to the statement of objections in writing to the BCC in February 2005.

In a separate matter, in October 2004, the BCS notified IMS of a request for information in connection with IMS’s acquisition in April 2004 of a competitor in the Belgian market, Source Informatics Belgium S.A. The BCS is investigating whether such acquisition may have violated Article 82 of the EC Treaty and corresponding Belgian law. The Company responded to the request for information in December 2004.

The Company intends to continue to vigorously defend itself in these matters before the Belgian competition authorities. Management of the Company is unable to predict at this time the final outcome of these matters or whether adverse resolutions thereof could materially affect the Company’s results of operations, cash flows or financial position in the period in which such adverse resolution occurs.

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

There were no matters submitted to a vote of security holders during the fourth quarter of our fiscal year ended December 31, 2006.

16

EXECUTIVE OFFICERS OF THE REGISTRANT*

Officers are appointed by the Board of Directors to hold office until their respective successors are chosen and qualified. Listed below are the executive officers of IMS at February 13, 2007 and brief summaries of their business experience during the past five years.

Name	Title	Age
David R. Carlucci	Chairman, Chief Executive Officer and President**		52
Gilles V. J. Pajot	Executive Vice President and Chief Operating Officer		57
Bruce F. Boggs	Senior Vice President Global Marketing and External Affairs		54
Leslye G. Katz	Senior Vice President and Chief Financial Officer		52
Kevin S. McKay	Senior Vice President, Customer Delivery and Development		53
Robert H. Steinfeld	Senior Vice President, General Counsel and Corporate Secretary		52
Jeffrey J. Ford	Vice President and Treasurer		41
Marie B. Sonde	Vice President—Global Human Resources		42
John R. Walsh	Vice President—Corporate Development		52
Kevin C. Knightly	President, IMS Europe, Middle East and Africa (“EMEA”)		45
William J. Nelligan	President, IMS Americas		46

*Set forth as a separate item pursuant to Item 401(b) of the Securities and Exchange Commission’s Regulation S-K.

**Member of the Board of Directors.

Mr. Carlucci was appointed Chairman, Chief Executive Officer and President of IMS in April, 2006, Chief Executive Officer and President in January, 2005 and President and Chief Operating Officer in October, 2002. Before joining IMS, Mr. Carlucci was General Manager, IBM Americas, which comprises all of IBM’s sales and distribution operations in the U.S., Canada and Latin America from January, 2000 until January, 2002. Prior to that, Mr. Carlucci held roles of increasing responsibility at IBM, including General Manager, IBM’s S/390 Division from January, 1998 to January, 2000; Chief Information Officer from February, 1997 to January, 1998; General Manager, IBM Printing Systems Company from July, 1995 to January, 1997; Vice President, systems, industries and services, Asia Pacific from January, 1993 to July, 1995; and Vice President, marketing and channel management, IBM Personal Computer Company—North America from February, 1990 to December, 1992. He joined IBM in 1976 as a Sales Representative.

Mr. Pajot was appointed Executive Vice President and Chief Operating Officer in January, 2007. Mr. Pajot was Executive Vice President and President, Global Business Management from January, 2006 until January, 2007. From November, 2000 until January, 2006, Mr. Pajot was Executive Vice President and President, IMS EMEA. He joined the Company as President of IMS EMEA Region in December, 1997. Previously, Mr. Pajot worked for 20 years with Pharmacia & Upjohn and its predecessor company, serving as Senior Vice President at Pharmacia & Upjohn from July, 1997 to December, 1997, with responsibility for global restructuring initiatives following the 1995 merger of Pharmacia & Upjohn. From November, 1995 to July, 1997, he was Senior Vice President of Pharmacia & Upjohn’s Europe, Middle East and Africa Region. Prior to that, he served as Executive Vice President, Worldwide Pharmacia AB from September, 1994 to November, 1995.

Mr. Boggs was appointed Senior Vice President Global Marketing and External Affairs in November, 2006. From January, 2004 to November, 2006, Mr. Boggs was Senior Vice President and President, IMS Americas. He joined IMS in August, 2002 as Senior Vice President of U.S. Sales. Before joining IMS, Mr. Boggs was General Manager for IBM’s Personal Systems Group—Americas, from September, 1998 to August, 2002. Prior to that, he held roles of increasing responsibility at IBM, including Director, Health and Public Sector Industries, General Manager of Healthcare for North America, and Corporate Director of Strategic Development. Mr. Boggs joined IBM in 1976 as a Marketing Representative.

17

Ms. Katz was appointed Senior Vice President and Chief Financial Officer in January, 2007. She served as Vice President and Controller of IMS from October, 2001 to January, 2007. Prior to that, Ms. Katz served as Vice President and Chief Financial Officer of American Lawyer Media, Inc., a legal journalism and information company, from September, 1998 to July, 2001. She was Vice President and Treasurer of Cognizant Corporation from August, 1996 to August, 1998. Ms. Katz held a number of senior financial management positions at The Dun & Bradstreet Corporation from 1980 to 1996.

Mr. McKay was appointed Senior Vice President, Customer Delivery and Development in April, 2004. Mr. McKay joined IMS in September, 2003 as Senior Vice President, Business Transformation. Prior to joining IMS, Mr. McKay was Chief Executive Officer of Verticalnet, Inc., a provider of supply management software and services, from April, 2002 until December, 2002. From November, 2000 until April, 2002, Mr. McKay was Chief Executive Officer of Capita Technologies, a technology service provider. From August, 1998 until April, 2000, Mr. McKay was Chief Executive Officer of SAP America, Inc. Mr. McKay joined SAP America, Inc. in June, 1995 as Chief Financial Officer and served as Chief Financial Officer and Chief Operating Officer of that company from December, 1995, until August, 1998. Prior to joining SAP, Mr. McKay was Executive Vice President and Corporate Controller at Sony Electronics. Prior to joining Sony, Mr. McKay was employed by the accounting firm Price Waterhouse for approximately twelve years.

Mr. Steinfeld was appointed Senior Vice President, General Counsel and Corporate Secretary in November, 2000. He was appointed Vice President, Taxes in April, 1998, and named Senior Vice President, Tax and Corporate Development in August, 2000. Mr. Steinfeld joined Cognizant Corporation in February, 1997 as Director of Taxes. From September, 1993 to February, 1997, he was Vice President, Taxation at Ultramar Corporation, a multinational petroleum refining and marketing company. From 1991 to 1993, he served as Vice President, Taxes at GAF Corporation and its publicly traded subsidiary, International Specialty Products, Inc. Prior to that, Mr. Steinfeld was a Partner and Chairman of the Tax Department at the law firm of Webster & Sheffield.

Mr. Ford was appointed Vice President and Treasurer in February, 2004. Prior to that, from October, 2001 to February, 2004, he served as Vice President and Chief Financial Officer of the IMS EMEA Region. Mr. Ford joined IMS in July of 1999, as Assistant Controller of IMS. Prior to joining IMS, Mr. Ford served for twelve years at the accounting firm of PricewaterhouseCoopers serving in various positions of increasing management responsibility.

Ms. Sonde was appointed Vice President, Global Human Resources in July, 2003. Prior to that, from January, 2001 through July, 2003, she served as Vice President, Global Compensation and Benefits. From August, 2000 until January, 2001, she was Vice President, Global Executive Compensation and Benefits, and from July, 1998 through August, 2000, she was Director, Executive Compensation. Ms. Sonde joined Cognizant Corporation in 1996 and served as Director, Financial Planning until July, 1998. Prior to that, she served in various finance and accounting positions for The Dun and Bradstreet Corporation from 1987 through 1996.

Mr. Walsh has served as Vice President, Corporate Development since February, 2004. From February, 2003 until February, 2004, he served as Vice President, Corporate Development and Treasurer. From July, 2002 until February, 2003, Mr. Walsh served as Vice President and Treasurer and from November, 2001 until July, 2002, he served as Vice President—Investor Relations and Treasurer.  From July, 1998 until November, 2001, he served as Vice President—Investor Relations. Mr. Walsh joined Cognizant Corporation in April, 1997 as Director—Financial Planning. Prior to that he served in various capacities in Finance for MCI Communications Corporation from 1985 to 1997.

Mr. Knightly was appointed President, EMEA in January, 2006. From 2003 until January, 2006, he served as Senior Vice President, Marketing and Major Markets, EMEA. From 2001 to 2003, Mr. Knightly was Senior Vice President of Operations IMS Europe and from 1998 to 2001 he was Chief Financial

18

Officer of IMS Europe. From 1994 until his transfer to Europe, Mr. Knightly served as Chief Financial Officer of IMS America. He joined IMS as Vice President Finance, Market Research Division of IMS America in 1991. Prior to that, Mr. Knightly held a number of senior financial management positions at The Dun & Bradstreet Corporation from 1988 to 1991.

Mr. Nelligan was appointed President, IMS Americas in November, 2006. From July, 2004 until November, 2006, Mr. Nelligan served as Senior Vice President, Strategic Partners, IMS Americas. Prior to that, Mr. Nelligan served as President, IMS Asia Pacific from December, 2001 until July, 2004. Mr. Nelligan joined IMS as Senior Vice President, Emerging Markets in September, 2000. Before joining IMS, Mr. Nelligan served as vice president of Wind Corporation, a global sourcing service provider in the hardware component marketplace from 1999 until 2000. Prior to that, he was a director of international business for Goodway Technologies, an industrial products manufacturer from 1997 until 1999. From 1989 to 1997, Mr. Nelligan held various sales and marketing and international business development positions with Medical Economics, Inc. a member of the Thomson Healthcare Information Group, an operating unit of Thomson Corporation.

19

PART II

Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The principal market on which our Common Stock is traded is the NYSE. Information relating to the high and low sales prices per share of our Common Stock for each full quarterly period during 2005 and 2006 is set forth under the heading “IMS Health Common Stock Information” in Part II, Item 7 of this Annual Report on Form 10-K. As of February 15, 2007, there were 4,452 holders of record of our Common Stock.

Information relating to our payment of dividends during 2005 and 2006 is set forth under the heading “Dividends” in Part II, Item 7 of this Annual Report on Form 10-K.

The following table provides information about our purchase during the quarter ended December 31, 2006 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.

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)
October 1–31, 2006		—		—		—		6,443,700
November 1–30, 2006		—		—		—		6,443,700
December 1–31, 2006		—		—		—		16,443,700
Total		—		—		—		16,443,700

(1)In January 2006, the Board of Directors authorized a stock repurchase program to buy up to 30,000,000 shares. As of December 31, 2006, 6,443,700 shares remained available for repurchase under the January 2006 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.

In December 2006, the Board of Directors authorized a stock repurchase program to buy up to 10,000,000 shares. As of December 31, 2006, 10,000,000 shares remained available for repurchase under the December 2006 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.

On January 29, 2007, we purchased 6,134,970 shares of our outstanding Common Stock pursuant to an accelerated share repurchase program.

Information relating to compensation plans under which our equity securities are authorized for issuance is set forth in Part III, Item 12 of this Annual Report on Form 10-K.

20

PERFORMANCE GRAPH

IMS HEALTH INCORPORATED
Comparison of Cumulative Total Return to Shareholders
December 31, 2001 to December 29, 2006

																			Compound
																			Annual
	12/31/2001			12/31/2002			12/31/2003			12/31/2004			12/30/2005			12/29/2006			Return Rate
IMS HEALTH INCORPORATED		$	100.00		$	82.39		$	128.59		$	120.48		$	129.81		$	143.79		7.5	%
Pharmaceutical Services Group(1)		100.00			86.12			93.55			91.81			118.56			115.14			2.9	%
S&P 500 Pharmaceutical		100.00			79.96			86.99			80.55			77.85			90.18			-2.0	%
S&P 500		100.00			77.90			100.23			111.10			116.57			134.96			6.2	%

Notes:

(1)The Pharmaceutical Services Group consists of Cardinal Health, Covance, Dendrite International, and McKesson. NDCHealth is included through 12/31/2005. In January 2006, NDC was acquired by Per-Se who has agreed to be acquired by McKesson.

The cumulative total shareholder return graph and accompanying information set forth above is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The cumulative total shareholder return graph and accompanying information set forth above shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 6.Selected Financial Data

The Selected Financial Data table is set forth in Part II, Item 8 of this Annual Report on Form 10-K.

Item 7.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 Consolidated Financial Statements 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;

21

launch and brand management solutions; sales force effectiveness innovations; managed care 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 pharmaceutical 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. Until December 21, 2004, we also owned approximately a 25% equity interest in the TriZetto Group, Inc. (“TriZetto”) (see Note 8 to the Consolidated Financial Statements).

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 2006 operating revenues of $1,958,588 grew 11.6% from operating revenues of $1,754,791 in 2005. The increase in our operating revenue resulted from growth in revenue in all three of our business lines. Our operating income grew 5.6% to $444,186 in 2006 as compared to $420,820 in 2005. The growth in operating income was a result of increased operating revenues, partially offset by increases in operating costs, external-use software amortization, selling and administrative expenses and depreciation and other amortization, as discussed below.

Our net income was $315,511 in 2006 as compared to $284,091 in 2005, due to growth in Operating Income as well as the Non-Operating Income, net items discussed below and certain tax items as discussed in Note 13 of the Consolidated Financial Statements. Our fully diluted earnings per share of Common Stock was $1.53 for 2006, a $0.31 per share increase compared with 2005.

Results of Operations

RECLASSIFICATIONS.   Certain prior-year amounts have been reclassified to conform to the 2006 presentation.

REFERENCES TO CONSTANT DOLLAR RESULTS.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 have important 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. We believe this information facilitates a comparative view of business growth. In 2006, the

22

U.S. dollar was generally stronger against other currencies for the first half of the year and generally weaker in the second half of the year compared to 2005. As a result, growth at constant dollar exchange rates was generally lower than growth at actual currency exchange rates. See “How Exchange Rates Affect Our Results” below for a more complete discussion regarding the impact of foreign currency translation on our business.

	Years ended December 31,						% Variance
	2006		2005		2004		2006 vs. 2005			2005 vs. 2004
Operating Revenue	$	1,958,588	$	1,754,791	$	1,569,045		11.6	%		11.8	%
Operating costs	849,659		759,089		668,144			11.9			13.6
External-use software amortization	43,297		39,142		36,199			10.6			8.1
Selling and administrative expenses	541,645		452,331		384,016			19.7			17.8
Depreciation and other amortization	73,785		65,481		57,335			12.7			14.2
Severance, impairment and other charges	—		—		36,890			—			—
Merger costs	6,016		17,928		—			(66.4	)		—
Operating Income	$	444,186	$	420,820	$	386,461		5.6	%		8.9	%

Stock-Based Compensation Expense

Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123R”) was adopted on January 1, 2006, which now requires among other items, the recognition of stock option expense in the results of operations. The modified prospective transition method was elected; therefore, prior period results were not retrospectively adjusted. Prior to the adoption of SFAS 123R, stock-based compensation expense related to stock options was not recognized in the results of operations if the exercise price was at least equal to the market value of the Common Stock on the grant date, in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” (“APB 25”). As a result, the recognition of stock-based compensation expense was generally limited to the expense attributed to restricted stock units and stock option modifications. Historically, stock options have been granted to broad groups of employees on a discretionary basis. Beginning in fiscal 2006, employees are eligible to receive restricted stock units with a service condition of four years instead of stock options with a service condition of three years. Employees in more advanced leadership positions will continue to be eligible to receive restricted stock units which contain performance and service conditions.

As a result of adopting SFAS 123R on January 1, 2006, our income before income taxes and net income for the year ended December 31, 2006 are $39,753 lower and $27,804 lower, respectively,  than if we had continued to account for share-based compensation under APB 25. Basic and diluted earnings per share for the year ended December 31, 2006 were $1.56 and $1.53, respectively, but would have been $1.69 and $1.66, respectively, if we had not adopted SFAS 123R. Stock-based compensation expense was $42,778 before taxes during the year ended December 31, 2006 and $40,523 before taxes during the year ended December 31, 2005. Stock-based compensation expense recognized in the results of operations for the year ended December 31, 2006 was $2,255 higher than the pro forma  amount determined under the fair value-based method and disclosed in accordance with SFAS No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”), for the comparable prior year. This increase was primarily due to higher fair value amounts attributed to the more recent awards, acceleration of the vesting of restricted stock units and stock options of one employee in an advanced leadership position due to retirement, and an increase in restricted stock unit amortization expense due to the timing of our annual employee stock awards.

23

OPERATING INCOME

Our operating income for 2006 increased 5.6% to $444,186 from $420,820 in 2005. The change was due to the increase in our operating revenue, partially offset by increases in our operating costs and selling and administrative expenses driven by increased cost of data, investments in consulting and services capabilities, the adoption of SFAS 123R and decreased merger costs, as discussed below. Excluding the effects of our adoption of SFAS 123R and merger costs, our non-GAAP operating income increased 11.7% on a reported basis and 11.5% in constant dollar terms.

Our operating income for 2005 increased 8.9% to $420,820 from $386,461 in 2004. The change was due to the increase in our operating revenue, partially offset by an increase in our operating costs and selling and administrative expenses driven by increased cost of data and investments in new products and consulting and services capabilities, as discussed below. Absent the impact of 2004 severance, impairment and other charges, and 2005 merger costs, our non-GAAP operating income increased by 3.6% at reported exchange rates and 4.1% in constant dollar terms.

OPERATING REVENUE

Revenue in 2005 reflects a reclassification between our three business lines to conform to the 2006 presentation.

Our operating revenue for 2006 grew 11.6% to $1,958,588 from $1,754,791 in 2005 and grew 11.8% in 2005 to $1,754,791 from $1,569,045 in 2004. On a constant dollar basis our operating revenue growth was 11.1% in 2006 and 11.7% in 2005. The increases in our operating revenue resulted from growth in revenue in all three of our business lines, together with the effect of currency translation. On a constant dollar basis, acquisitions completed in 2006 and 2005 contributed 2.3 percentage points of our operating revenue growth during 2006, while acquisitions completed in 2005 and 2004 contributed 4.0 percentage points of our operating revenue growth during 2005.

SUMMARY OF OPERATING REVENUE

	Years ended December 31,						% Variance  2006 vs. 2005						% Variance  2005 vs. 2004
	2006		2005		2004		Reported			Constant Dollar			Reported			Constant Dollar
Sales Force Effectiveness	$	927,161	$	846,505	$	778,942		9.5	%		9.0	%		8.7	%		8.5	%
Portfolio Optimization	555,594		509,075		459,086			9.1			8.8			10.9			10.7
Launch, Brand and Other	475,833		399,211		331,017			19.2			18.3			20.6			20.4
Operating Revenue	$	1,958,588	$	1,754,791	$	1,569,045		11.6	%		11.1	%		11.8	%		11.7	%

·Sales Force Effectiveness The Americas, EMEA and Asia Pacific regions contributed about equally to the revenue growth in 2006 and 2005.

·Portfolio Optimization EMEA contributed about three-quarters of the growth during 2006. In 2005, EMEA contributed more than half while the Americas and Asia Pacific each contributed approximately one quarter to the growth.

·Launch, Brand Management and other The Americas contributed three-quarters of the total growth in 2006. The Americas and EMEA both contributed about half to the growth in 2005.

Consulting and services revenue, as included in the business lines above, was $359,525 for 2006, up 30.0% from $276,653 in 2005 (approximately 29% on a constant dollar basis). Approximately one-third of

24

the consulting and services revenue growth for 2006 was attributable to acquisitions completed in 2005 and 2006. Consulting and services revenue was $276,653 in 2005, up 50.4% from $183,945 in 2004 (approximately 51.4% on a constant dollar basis). Approximately two-thirds of the consulting and services growth for 2005 was attributable to acquisitions completed during 2004 and 2005.

OPERATING COSTS

Our operating costs include data processing costs, the costs of data collection and production, and costs attributable to personnel involved in production, data management and the processing and delivery of our consulting and services offerings. Our operating costs grew 11.9% to $849,659 in 2006 from $759,089 in 2005. In 2005, our operating costs grew 13.6% to $759,089 from $668,144 in 2004.

·SFAS 123R: The effect of the adoption of SFAS 123R increased our operating costs by approximately $6,000 in 2006 as compared to 2005 (See Note 12 to our Consolidated Financial Statements).

·Foreign Currency Translation: The effect of foreign currency translation increased our operating costs by approximately $4,000 in 2006 as compared to 2005. The effect of foreign currency translation increased our operating costs by approximately $2,000 for 2005 as compared to 2004.

Excluding the effect of SFAS 123R and the change due to foreign currency translation, our operating costs grew 10.5% in 2006 as compared to 2005. Excluding the effect of the change due to foreign currency translation, our operating costs grew 13.3% in 2005 compared to 2004.

·Data: Data costs increased by approximately $32,000 in 2006 as compared to 2005 and increased by approximately $37,000 in 2005 as compared to 2004.

·Consulting and Services:  Consulting and services costs increased by $28,000 in 2006 compared to 2005 and increased by $57,000 in 2005 compared to 2004.

·Production, Client Services and Other:  Production, client services and other costs increased by approximately $20,000 in 2006 compared to 2005 and decreased by approximately $4,000 in 2005 compared to 2004.

EXTERNAL-USE SOFTWARE AMORTIZATION

Our external-use software amortization charges represent the amortization associated with software we capitalized under the provisions of SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.”  Our external-use software amortization charges grew 10.6% in 2006 to $43,297 from $39,142 in 2005, and grew 8.1% in 2005 to $39,142 from $36,199 in 2004.

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 19.7% in 2006, to $541,645 from $452,331 in 2005. Our selling and administrative expenses grew 17.8% in 2005, to $452,331 from $384,016 in 2004.

·SFAS 123R: The effect of the adoption of SFAS 123R increased our selling and administrative expenses by approximately $33,000 in 2006 as compared to 2005 (See Note 12 to our Consolidated Financial Statements).

·Foreign Currency Translation: The effect of foreign currency translation increased our selling and administrative expenses by approximately $4,000 for 2006 as compared to 2005. Excluding the effect of the change in foreign currency translation, our selling and administrative expenses grew 11.4% in

25

2006 compared to 2005. The effect of foreign currency translation increased our selling and administrative expenses by approximately $2,000 for 2005 as compared to 2004.

Excluding the effect of SFAS 123R and the change due to foreign currency translation, our selling and administrative expenses grew 11.4% in 2006 as compared to 2005. Excluding the effect of the change in foreign currency translation, our selling and administrative expenses grew 17.3% in 2005 compared to 2004.

·Sales and Marketing: Sales and marketing expense increased by approximately $17,000 in 2006, compared to 2005 and increased by approximately $3,000 in 2005, compared to 2004.

·Consulting and Services: Consulting and services expenses increased by approximately $28,000 in 2006, compared to 2005 and increased by approximately $22,000 in 2005, compared to 2004.

·Administrative and Other: Administrative and other expenses increased by approximately $7,000 in 2006, compared to 2005 and increased by approximately $41,000 in 2005, compared to 2004.

DEPRECIATION AND OTHER AMORTIZATION

Our depreciation and other amortization charges increased 12.7% to $73,785 in 2006 from $65,481 in 2005, resulting from higher amortization of intangible assets recorded from acquisitions made during 2005 and 2006, and increased internal-use software amortization. Our depreciation and other amortization charges increased 14.2% to $65,481 in 2005 from $57,335 in 2004, resulting from higher amortization of intangible assets recorded from acquisitions made during 2004 and 2005, and increased internal-use software amortization.

SEVERANCE, IMPAIRMENT AND OTHER CHARGES

During the fourth quarter of 2004, we recorded a $36,890 pre-tax charge for severance, impairment and other charges, related to a plan to eliminate selected positions involved primarily in production and development. The charge consists of severance for approximately 600 employees. See Note 6 to the Consolidated Financial Statements.

MERGER COSTS

During 2005, we incurred merger costs of $17,928 for professional fees in connection with a proposed merger (which was ultimately terminated) with The Nielsen Company (“Nielsen”), formerly known as VNU N.V., a Dutch company. We incurred additional merger costs of $6,016 in 2006 for investment banker fees and expenses related to a payment received from Nielsen in accordance with the terms of the merger termination agreement (see Other Income (Expense), net below). See Note 17 to the Consolidated Financial Statements for a description of the events surrounding the terminated merger with Nielsen.

TRENDS IN OUR OPERATING MARGINS

Our operating margin for 2006 was 22.7%, as compared to 24.0% in 2005. The decrease in our operating margin is due to the adoption of SFAS 123R, partially offset by a $11,912 decrease in merger costs from 2005 to 2006. Excluding the effect of SFAS 123R in 2006 and merger costs in both 2006 and 2005, our non-GAAP operating margin would have remained constant at 25.0% in 2006 and 2005.

Our operating margin for 2005 was 24.0%, as compared to 24.6% in 2004. Excluding the 2005 merger costs and the 2004 charge for severance, impairment and other, our non-GAAP operating margin decreased from 27.0% in 2004 to 25.0% in 2005. The decrease in our operating margin was due to increased cost of data, continuing investments in new products and consulting and services capabilities, and operating income declines in Japan, primarily as a result of the costs incurred to ramp up sales of our new offerings.

26

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 INCOME (LOSS), NET

Our non-operating income, net decreased to a gain of $4,559 in 2006 from a net gain of $33,433 in 2005. Our non-operating income increased 19.5% to a net gain of $33,433 in 2005 from a net gain of $27,978 in 2004. The annual changes in non-operating income was due to the following factors:

·Interest Expense, net: Net interest expense was $34,972 in 2006, compared with $12,715 in 2005, due to higher debt levels and higher interest rates. Net interest expense was $12,715 in 2005, compared with $11,680 in 2004, due to higher debt levels during the first half of the year and higher interest rates.

·Gains from Investments, net: Gains from investments, net, amounted to a net gain of $2,250 in 2006 as compared to a net gain of $4,713 in 2005 and a net gain of $11,892 in 2004. The net gain in 2006 was primarily as a result of the sale of our investment in Allscripts Healthcare Solutions, Inc. The net gain in 2005 was due primarily to $1,690 of gains from the sale of investments, net of management fees and write-downs related to the assessment of other-than-temporary declines in the value of investments. In addition, we had gains from investments of $3,023 as a result of the divestiture of a 20% interest we had in a German company that was disposed of in connection with the acquisition of our remaining 50% interest in IHA.IMS Health GmbH (“IHA”).

·Gain from Sale of TriZetto: On December 21, 2004, IMS and TriZetto entered into a share purchase agreement pursuant to which we sold to TriZetto all of the 12,142,857 shares of Common Stock, par value $0.001 per share, of TriZetto (“TriZetto Common Stock”) owned by us for an aggregate cash consideration of $81,964. We received $44,550 in December 2004 and the balance of $37,414 in January 2005. As such, the balance of $37,414 was included in Other current assets in our Consolidated Statements of Financial Position at December 31, 2004. As a result of the transaction, we recorded a pre-tax gain of $38,803 in 2004, and we no longer owned any shares of TriZetto Common Stock as of December 31, 2004. Prior to the sale of the TriZetto shares in December 2004, we had accounted for our investment in TriZetto under the equity method of accounting.

·Other Income (Expense), net: Other income, net, decreased in 2006 to $37,281 from $41,435 in 2005, primarily due to foreign exchange losses of $6,074 in 2006 as compared to foreign exchange gains of $29,800 in 2005, partially offset by a $45,000 payment received in 2006 from Nielsen related to the terminated merger between IMS and Nielsen (see Note 17 to the Consolidated Financial Statements). Other income (expense), net, increased in 2005 to $41,435 from $(10,853) in 2004, primarily due to net foreign exchange gains of $29,800 in 2005, compared with net foreign exchange losses of $894 in 2004, and a reimbursement of $15,000 in 2005 from Nielsen for merger related costs incurred by us related to the terminated merger between IMS and Nielsen (see Note 17 to the Consolidated Financial Statements).

TAXES

Our effective tax rate was 29.7% in 2006, compared with 37.5% in 2005 and 31.2% in 2004. The effective tax rate for 2006 decreased compared to 2005 primarily due to a favorable U.S. partnership audit settlement of approximately $69,200 for the tax years 1998 through 2003 and a favorable U.S. corporate

27

audit settlement of approximately $17,600 for the tax years 2000 through 2003.  The tax rate for 2006 was also impacted by approximately $27,650 of tax expense associated with a reorganization of certain non-U.S. subsidiaries, of which approximately $6,200 was incurred in the fourth quarter. Further, approximately $24,900 of tax expense was recorded in 2006 related to disputes between us and NMR, on the one hand, and Donnelley and certain of its former affiliates on the other hand, as to proper interpretation of, and allocation of tax liabilities under the 1996 Spin-Off agreements (See Note 16 to the Consolidated Financial Statements). The 2005 effective tax rate increased compared to 2004 primarily due to $40,600 of tax expense from the repatriation of $647,000 of foreign earnings back to the U.S. under the American Jobs Creation Act of 2004 (“AJCA”). This was partially offset by a favorable non-U.S. audit settlement of approximately $29,200. The effective tax rate in 2004 was decreased by approximately $15,100 primarily due to a favorable partial U.S. audit settlement.

For all periods presented, our effective tax rate was reduced as a result of global tax planning initiatives. 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.

OPERATING RESULTS BY GEOGRAPHIC REGION

The following represents selected geographic information for the regions in which we operate as of and for the years ended December 31, 2006, 2005 and 2004.

	Americas(1)			EMEA(2)		Asia Pacific(3)		Corporate & Other			Total IMS
Year Ended December 31, 2006:
Operating Revenue(4)		$	880,669	$	812,876	$	265,043	—			$	1,958,588
Operating Income (Loss)(5)		$	305,823	$	121,337	$	110,566	$	(93,540	)	$	444,186
Total Assets		$	648,989	$	897,152	$	178,284	$	182,169		$	1,906,594
Year Ended December 31, 2005:
Operating Revenue(4)		$	779,855	$	735,348	$	239,588	—			$	1,754,791
Operating Income (Loss)(5)		$	292,195	$	107,553	$	106,170	$	(85,098	)	$	420,820
Total Assets		$	578,640	$	791,210	$	157,442	$	445,728		$	1,973,020
Year Ended December 31, 2004:
Operating Revenue(4)		$	707,471	$	654,336	$	207,238	—			$	1,569,045
Operating Income (Loss)(5)		$	278,822	$	105,510	$	107,714	$	(105,585	)	$	386,461
		$	434,001	$	1,020,115	$	158,206	$	278,384		$	1,890,706

Notes to Geographical Financial Information:

(1)Americas includes the United States, Canada and Latin America. Americas included Operating Revenue in the United States of $716,880, $633,117, and $571,245 in 2006, 2005, and 2004, respectively, and Total Assets of $519,913, $476,320, and $330,479 in 2006, 2005, and 2004, respectively.

(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.

28

(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. For the year ended December 31, 2004, Severance, impairment and other charges of $6,979, $26,908, and $2,132 for the Americas, EMEA, and Asia Pacific, respectively, are presented in Corporate and Other.

AMERICAS REGION

Operating revenue growth in the Americas region was 12.9% in 2006 compared to 2005 and 10.2% in 2005 versus 2004. Excluding the effect of foreign currency translations, operating revenue grew 12.1% in 2006 compared to 2005 and 9.3% in 2005 compared to 2004. The growth in 2006 and 2005 was driven more than one half by Launch, Brand Management and Other business line and one quarter by Sales Force Effectiveness.

Operating income growth in the Americas region was 4.7% in 2006 compared to 2005 and 4.8% in 2005 versus 2004. The operating income growth reflects revenue growth in the region and foreign currency translations, partially offset by the adoption of SFAS 123R. Excluding the effect of foreign currency translations, operating income grew by 3.9% in 2006 as compared to 2005. Excluding the effect of SFAS 123R, after adjusting for currency, operating income grew 7.7% in 2006 as compared to 2005.

EMEA REGION

Operating revenue growth in the EMEA region was 10.5% in 2006 compared to 2005 and 12.4% in 2005 versus 2004. Excluding the effect of foreign currency translations, operating revenue grew 9.2% in 2006 compared to 2005 and 13.1% in 2005 compared to 2004. The growth in 2006 was driven by Sales Force Effectiveness and Portfolio Optimization, equally. The growth in 2005 was driven by all three of our business lines about equally.

Operating income in the EMEA region increased by 12.8% in 2006 compared to 2005 and 1.9% in 2005 versus 2004. The operating income growth reflects revenue growth in the region and foreign currency translations, partially offset by the adoption of SFAS 123R. Excluding the effect of foreign currency translations, operating income grew by 11.0% in 2006 as compared to 2005. Excluding the effect of SFAS 123R, after adjusting for currency, operating income grew 22.0% in 2006 as compared to 2005.

ASIA PACIFIC REGION

Operating revenue in the Asia Pacific region grew by 10.6% in 2006 as compared to 2005 and 15.6% in 2005 versus 2004. Excluding the effect of foreign currency translations, operating revenue grew 13.5% in 2006 compared to 2005 and 15.5% in 2005 compared to 2004. The revenue growth in 2006 was driven about three quarters by Sales Force Effectiveness. The growth in 2005 was driven about three quarters by Sales Force Effectiveness and one quarter by Portfolio Optimization.

Operating income in the Asia Pacific region increased by 4.1% in 2006 as compared to 2005 and decreased by 1.4% in 2005 versus 2004. The operating income growth in 2006 reflects revenue growth in the region and foreign currency translations, partially offset by the adoption of SFAS 123R. The 2005 decline in operating income in the region was due to costs incurred to bring the new Japan products and services to market and acquisitions. Excluding the effect of foreign currency translations, operating income grew by 7.3% in 2006 as compared to 2005. Excluding the effect of SFAS 123R, after adjusting for currency, operating income grew 9.7% in 2006 as compared to 2005.

29

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 2006, foreign currency translation increased U.S. dollar revenue growth by approximately 0.5 percentage points, while the impact on operating income growth was an approximate increase of 0.2 percentage points. In 2005, foreign currency translation increased U.S. dollar revenue growth by approximately 0.1 percentage point, while the impact on operating income growth was an approximate decrease of 0.5 percentage point.

Non-U.S. monetary assets and liabilities are maintained in currencies other than the U.S. dollar, principally the Euro, the Japanese Yen and the Swiss Franc. Where monetary assets and liabilities are held in the functional currency of the local entity, changes in the value of these currencies relative to the U.S. dollar are charged or credited to Cumulative translation adjustment in the Consolidated Statements of Shareholders’ Equity. The effect of exchange rate changes during 2006 increased the U.S. dollar amount of Cash and cash equivalents by $5,110. The effect of exchange rate changes during 2005 decreased the U.S. dollar amount of Cash and cash equivalents by $14,254. The effect of exchange rate changes during 2004 increased the U.S. dollar amount of Cash and cash equivalents by $12,113.

Liquidity and Capital Resources

Cash and cash equivalents decreased by $205,597 during 2006 to $157,346 at December 31, 2006 compared to $362,943 at December 31, 2005. The decrease reflects cash used in investing activities of $162,619 and cash used in financing activities of $404,207, partially offset by cash provided by operating activities of $356,119 and an increase in cash and cash equivalents of $5,110 due to the effects of exchange rate changes.

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

·development of software to be used 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 $115,000 to $125,000 during 2007 for software development and capital expenditures);

·acquisitions (see Note 4 of the Consolidated Financial Statements);

·share repurchases (see Note 15 of the Consolidated Financial Statements);

·dividends to our shareholders (we expect 2007 dividends will be $0.12 per share or approximately $24,000);

·payments for tax-related matters, including the D&B Legacy Tax Matters discussed further in Note 16 to our Consolidated Financial Statements. Payments for certain of the D&B Legacy Tax Matters could be up to approximately $32,900 in the 2007; 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 $8,000 in 2007) (see Note 11 of the Consolidated Financial Statements).

Net cash provided by operating activities amounted to $356,119 for the year ended December 31, 2006, an increase in cash provided of $46,967 over the comparable period in 2005. The increase relates to higher net income, lower funding of accounts payable, accrued and other current liabilities, and accrued severance, impairment and other charges, partially offset by the funding of accounts receivable, inventory,

30

and prepaid and other current assets. Cash invested in accounts receivable was driven by the increase in revenues. Our DSO (days sales outstanding) was generally flat year over year.

Net cash used in investing activities amounted to $162,619 for the year ended December 31, 2006, a decrease in cash used of $105,197 over the comparable period in 2005. The decrease relates to lower payments for acquisitions (see Note 4 of the Consolidated Financial Statements) and capital expenditures in 2006 as compared to 2005, partially offset by proceeds from the sale of our investment in TriZetto during the first quarter of 2005 (see Note 8 of the Consolidated Financial Statements) and a reduction in short-term marketable security investments.

Net cash used in financing activities amounted to $404,207 for the year ended December 31, 2006, an increase in cash used of $295,165 over the comparable period in 2005. This increase was due to an increase of $633,900 in purchases of our stock and a decrease of $46,310 in proceeds from the exercise of stock options during 2006 as compared to 2005, partially offset by an increase of $384,511 in debt during 2006 as compared to 2005.

Financing activities include cash dividends paid of $0.12 per share annually ($0.03 per share quarterly) in 2006 and $0.08 per share annually ($0.02 per share quarterly) in 2005, which amounted to $24,337 and $18,405 during 2006 and 2005, respectively. The payments and level of cash dividends by IMS are subject to the discretion of the Board of Directors of IMS. Any future dividends, other than the $0.03 per share dividend for the first quarter of 2007, which was declared by the Board of Directors of IMS in February 2007, will be based on, and affected by, a number of factors, including the operating results and financial requirements of IMS.

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. As of February 15, 2007, approximately 10,309 shares remained available for purchase under our repurchase programs.

On January 29, 2007, we purchased 6,135 shares of outstanding Common Stock at an initial cost of approximately $170,000 pursuant to an accelerated share repurchase program (“ASR”). The ASR agreement provides for the final settlement amount to be in 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. The final settlement amount will increase or decrease based on our share price over the settlement period.  We funded the ASR through our existing bank credit facilities (see Note 20 to the Consolidated Financial Statements).

On December 19, 2006, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. As of December 31, 2006, 10,000 shares remained available for repurchase under the December 2006 program.

On January 25, 2006, the Board of Directors authorized a stock repurchase program to buy up to
30,000 shares. As of December 31, 2006, 6,444 shares remained available for repurchase under the January 2006 program.

On November 16, 2005, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. This program was completed in February 2006 at a total cost of $251,619.

On December 14, 2004, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. This program was completed in January 2006 at a total cost of $242,680.

On February 10, 2004, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. This program was completed in January 2005 at a total cost of $232,770.

31

On April 15, 2003, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. This program was completed in May 2004 at a total cost of $243,520.

During 2006, we repurchased approximately 33,931 shares of outstanding Common Stock under these programs at a total cost of $880,407, including the repurchase of 25,000 shares on January 30, 2006 pursuant to an ASR. During 2005, we repurchased approximately 10,213 shares of outstanding Common Stock under these programs at a total cost of $246,507. During 2004, we repurchased approximately 15,000 shares of outstanding Common Stock under these programs at a total cost of $362,659, including the repurchase of 4,600 shares on January 9, 2004 pursuant to a prior ASR. These share repurchases positively impacted our diluted earnings per share by $0.08, $0.02 and $0.03 for the years ended December 31, 2006, 2005 and 2004, respectively.

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 2006 and 2007 ASR.

Debt

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 December 31, 2006, our debt totaled $975,406, 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 December 31, 2006, we had $157,346 in worldwide cash and cash equivalents;

·at December 31, 2006, we had $660,444 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.

The following table summarizes our long-term debt at December 31:

	December 31, 2006			December 31, 2005
4.6% Private Placement Note, principal payment of $150,000 due January 2008, net of interest rate swaps of $(2,819) and $(2,710), respectively		$	147,181		$	147,290
5.55% Private Placement Notes, principal payment of $150,000 due April 2016		150,000			—
1.70% Private Placement Note, principal payment of 34,395,000 Japanese Yen due January 2013		288,670			—
Revolving Credit Facility:
Japanese Yen denominated borrowings at average floating rates of approximately 0.83%		249,097			371,924
Swiss Franc denominated borrowings at average floating rates of approximately 2.32%		59,258			92,217
U.S. Dollar denominated borrowings at average floating rates of approximately 6.50%		31,200			—
Bank Term Loan, principal payment of $50,000 due June, 2009 at average floating rate of approximately 5.60%		50,000			—
Total Long-Term Debt		$	975,406		$	611,431

32

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 Amended and Restated Facility (see below). 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 $339,555 and $464,141 at December 31, 2006 and December 31, 2005, respectively, all of which were classified as long-term. In April 2004, we entered into a $700,000 revolving credit facility with a syndicate of 12 banks (the “Unsecured Facility”). The Unsecured Facility replaced our lines of credit with several domestic and international banks. On March 9, 2005, we renegotiated with the syndicate of 12 banks to amend and restate the Unsecured Facility (the “Amended and Restated Facility”). The terms of the Amended and Restated Facility extended the maturity of the facility in its entirety to a term of five years, maturing March 2010, reduced the borrowing margins and increased subsidiary borrowing limits.

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 30 basis points and can vary based on our Debt to EBITDA ratio. The weighted average interest rates for our lines were 1.61% and 0.62% at December 31, 2006 and December 31, 2005, respectively. In addition, we are required to pay a commitment fee on any unused portion of the facilities of 0.075%. At December 31, 2006, we had approximately $660,444 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, and provides us with an option to extend the term up to an additional two years. 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 rated insurance companies at a fixed rate of 1.70%. We used the proceeds to refinance existing debt in Japan borrowed under our Amended and Restated Facility.

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 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 $(2,819) and $(2,710) as of December 31, 2006 and December 31, 2005, respectively.

In March and April 2002, we entered into interest rate swaps on a portion of our variable rate debt portfolio. These swaps matured in March 2005 and April 2006. We accounted for the interest rate swaps as cash flow hedges and recorded any changes in fair value in Other Comprehensive Income. We determined the fair values based on estimated prices quoted by financial institutions. The fair values of these swaps were $(100) as of December 31, 2005.

33

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 December 31, 2006, we were in compliance with these financial debt covenants.

Severance, Impairment and Other Charges

During the fourth quarter of 2004, we recorded $36,890 of Severance, impairment and other charges as a component of operating income. As a result of leveraging prior investments in technology and process improvements, we committed to a plan to eliminate selected positions involved primarily in production and development. The plan resulted in a charge for one-time termination benefits relating to a headcount reduction of approximately 600 employees located primarily in EMEA and the U.S. These 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. See Note 6 to the Consolidated Financial Statements.

All of the charge will be settled in cash. We paid approximately $12,220 during 2006 and the remaining accrual balance at December 31, 2006 was $166. All termination actions under this plan have been completed by the end of 2006.

	Severance related reserves
Charge at December 31, 2004	$	36,890
2004 utilization	(452		)
2005 utilization	(24,052		)
2006 utilization	(12,220		)
Balance at December 31, 2006	$	166

During the three months ended March 31, 2003, we recorded $37,220 of Severance, impairment and other charges as a component of operating income. These charges were designed to further streamline operations and increase productivity through a worldwide reduction in headcount of approximately 80 employees and charges related to impaired contracts and assets. The contract-related charges were for impaired data supply and data processing contacts primarily in our U.S. and Japanese operations. The asset write-downs portion of the 2003 charge related to our decision to abandon certain products and as such, certain computer software primarily in the U.S., Japan and EMEA was written-down to its net realizable value. See Note 6 to the Consolidated Financial Statements.

	Severance related reserves				Contract related reserves			Asset write- downs			Total
Charge at March 31, 2003		$	9,958		$	22,307		$	4,955		$	37,220
2003 utilization		(6,197		)	(7,047		)	(6,634		)	(19,878		)
2004 utilization		(1,637		)	(3,614		)	—			(5,251		)
2005 utilization		(378		)	(6,747		)	—			(7,125		)
2006 utilization		—			(2,262		)	—			(2,262		)
Adjustments		(1,746		)	67			1,679			—
Balance at December 31, 2006		$	—		$	2,704		$	—		$	2,704

Approximately $9,958 of the 2003 charge related to a worldwide reduction in headcount of approximately 80 employees. These severance benefits were calculated pursuant to the terms of

34

established employee protection plans, in accordance with local statutory minimum requirements or individual employee contracts, as applicable.

The cash portion of the 2003 charge amounted to $30,586, of which we paid approximately $2,262, $7,125 and $5,251 during 2006, 2005 and 2004, respectively, related primarily to employee termination benefits and contract-related charges. The remaining accrual of $2,704 at December 31, 2006 relates to lease obligations.

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 December 31, 2006, approximately $3,478 remains to be utilized from 2006 to 2013 primarily related to severance and lease payments. See Note 6 to the Consolidated Financial Statements.

	Severance related reserves			Contract related reserves			Asset write- downs			Total
Charge at December 31, 2001	$	39,652		$	26,324		$	28,640		$	94,616
2001 utilization	(3,692		)	(6,663		)	(27,887		)	(38,242		)
2002 utilization	(26,277		)	(9,819		)	(1,474		)	(37,570		)
2003 utilization	(6,384		)	(2,720		)	(241		)	(9,345		)
2004 utilization	(455		)	(1,232		)	—			(1,687		)
2005 utilization	(262		)	(1,881		)	—			(2,143		)
2006 utilization	(264		)	(1,887		)	—			(2,151		)
Adjustments	(688		)	(274		)	962			—
Balance at December 31, 2006	$	1,630		$	1,848		$	—		$	3,478

We expect that future results will benefit from the 2001 and 2003 restructuring charges to the extent of the contract-related charges and asset write-downs primarily through 2007. Our severance actions in the 2001 and 2003 programs related to a shifting of resources around the Company. The benefits from the 2004 severance actions will be partially offset by headcount additions in selected locations. We realized a partial year benefit in 2005, and full year benefits are expected to be realized in years subsequent to 2005, primarily in Operating costs and Selling and administrative expense. For the 2001 and 2003 charges the income statement lines that will be impacted in future periods are Operating costs for the contract-related charges and Depreciation and amortization related to the asset write-downs. However, we do not expect a material impact on future cash flows due to the fact that we are still contractually obligated to continue to make payments under impaired contracts.

35

Contractual Obligations

Our contractual obligations include facility leases, agreements to purchase data and telecommunications services, leases of certain computer and other equipment and projected pension and other postretirement benefit plan contributions. At December 31, 2006, the minimum annual payment under these agreements and other contracts that have initial or remaining non-cancelable terms in excess of one year are as listed in the following table:

	Year
	2007		2008		2009		2010		2011		Thereafter		Total
Operating Leases(1)	$	29,845	$	27,198	$	23,818	$	20,785	$	19,662	$	52,689	$	173,997
Data Acquisition and Telecommunication Services(2)	146,530		93,784		65,758		55,205		32,667		3,071		397,015
Computer and Other Equipment Leases(3)	22,522		18,519		9,140		3,718		1,234		879		56,012
Projected Pension and Other Postretirement Benefit Plan Contributions(4)	7,875		—		—		—		—		—		7,875
Long-term Debt(5)	25,463		169,257		18,693		18,693		405,517		451,901		1,089,524
Other Long-term Liabilities reflected on Consolidated Balance Sheet(6)	11,840		11,186		11,831		12,158		12,438		69,221		128,674
Total	$	244,075	$	319,944	$	129,240	$	110,559	$	471,518	$	577,761	$	1,853,097

(1)Rental expense under real estate operating leases for the years 2006, 2005 and 2004 was $26,073, $24,107 and $22,700, respectively.

(2)Expense under data and telecommunications contracts for the years 2006, 2005 and 2004 was $145,082, $139,652 and $137,415, respectively.

(3)Rental expense under computer and other equipment leases for the years 2006, 2005 and 2004 was $23,021, $19,912 and $18,422, respectively. These leases are frequently renegotiated or otherwise changed as advancements in computer technology produce opportunities to lower costs and improve performance.

(4)Our contributions to pension and other postretirement benefit plans for the years 2006, 2005 and 2004 were $17,964, $32,657 and $35,930, respectively.

The estimated contribution amount shown for 2007 includes both required and discretionary contributions to funded plans as well as benefit payments from unfunded plans. The majority of the expected contribution shown for 2007 is required.

(5)Amounts represent the principal balance plus estimated interest expense under our long-term debt (see Note 10 of the Consolidated Financial Statements).

(6)Includes estimated future funding requirements related to pension and postretirement benefits (see Note 11 of the Consolidated Financial Statements) and the long-term portions of the 2001 severance, impairment and other charges (see Note 6 of the Consolidated Financial Statements). As the timing of future cash outflows is uncertain, the following long-term liabilities (and related balances) are excluded from the above table: long-term tax liabilities ($21,700), deferred taxes ($133,417) and other sundry items ($11,530).

36

Under the terms of certain purchase agreements related to acquisitions made since 2002, we may be required to pay additional amounts as contingent consideration based on the achievement of certain performance related targets during 2006 through 2009. Substantially all of these additional payments will be recorded as goodwill in accordance with Emerging Issues Task Force Issue (“EITF”) No. 95-8, “Accounting for Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business Combination.”  As of December 31, 2006, approximately $47,000 had been earned under these contingencies. Based on current estimates, we expect that additional contingent payments under these agreements may total approximately $21,000. It is expected that these contingent payments will be resolved within a specified time period after the end of each respective calendar year from 2006 through 2009.

Off-Balance Sheet Obligations

As of December 31, 2006, we did not have any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of SEC Regulation S-K) that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Market Risk

Our primary market risks are the impact of foreign exchange fluctuations on non-dollar-denominated revenue and the impact of interest rate fluctuations on interest expense.

We transact business in more than 100 countries and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce earnings and cash flow volatility associated with foreign exchange rate changes. Accordingly, we enter into foreign currency forward contracts to minimize the impact of foreign exchange movements on net income, non-US dollar anticipated royalties, and on the value of non-functional currency assets and liabilities.

It is our policy to enter into foreign currency transactions only to the extent necessary to meet our objectives as stated above. We do 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 contractual value of our hedging instruments was approximately $556,049 at December 31, 2006. The fair value of these hedging instruments is subject to change as a result of potential changes in foreign exchange rates. We assess our market risk based on changes in foreign exchange rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential loss in fair values based on a hypothetical 10% change in currency rates. The potential loss in fair value for foreign exchange rate-sensitive instruments, all of which were foreign currency forward contracts, based on a hypothetical 10% decrease in the value of the U.S. dollar or, in the case of non-dollar-related instruments, the currency being purchased, was $14,102 at December 31, 2006. However, the change in the fair value of foreign exchange rate-sensitive instruments would likely be offset by a change in the fair value of the asset or liability being hedged. The estimated fair values of the foreign exchange risk management contracts were determined based on quoted market prices.

We also borrow funds and since the interest rate associated with those borrowings changes over time, we are subject to interest rate risk. We have not hedged all of this exposure. We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the increase in annual interest expense based on a hypothetical 1% increase in interest rates. This would have amounted to approximately $4,226 at December 31, 2006.

37

Forward-Looking Statements and Risk Factors

This Annual Report on Form 10-K, 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 Annual 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 2006 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 identifying patient-specific information, which we anticipate to be an increasingly important tool in the design, development and marketing of pharmaceuticals;

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

·our ability to successfully maintain historic effective tax rates;

·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 subscription 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

38

·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.

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 and our Consolidated Financial Statements and notes thereto and by the material set forth under the headings “Business” and “Risk Factors” in Part I, Items 1 and 1A, respectively, of this Annual Report on Form 10-K. We are under no obligation to publicly release any revision to any forward-looking statement contained or incorporated herein to reflect any future events of occurrences.

Critical Accounting Policies

Note 2 to the Consolidated Financial Statements includes a summary of the significant accounting policies and methods used in the preparation of our Consolidated Financial Statements. Following is a brief discussion of the more significant accounting policies and methods used by us.

Management’s discussion and analysis of its financial condition and results of operations are based upon its Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

The preparation of financial statements and related disclosures in accordance with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates. The most significant estimates relate to allowances, valuation of work-in-process inventories, investments, depreciation of fixed assets including salvage values, carrying value of goodwill and intangible assets, provision for income taxes and tax assets and liabilities, reserves for severance, pensions, employee benefits, stock-based compensation, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The accounting estimates used in the preparation of our Consolidated Financial Statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Actual results could vary from the estimates and assumptions used in the preparation of the accompanying Consolidated Financial Statements.

We believe the following critical policies affect our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

REVENUE RECOGNITION.We recognize revenue primarily under the provisions of Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition,” when the following criteria have been met: 1) persuasive evidence of an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller’s price to the buyer is fixed or determinable; and 4) collectibility is reasonably assured.

We offer various information and analytics (“I&A”) products developed to meet our customers’ needs by using data secured from a worldwide network of suppliers. Our revenue arrangements may include multiple elements as defined in EITF 00-21, “Revenue Arrangements with Multiple Deliverables.”  A typical I&A arrangement (primarily under fixed-price contracts) may include an ongoing subscription-based deliverable for which revenue is recognized ratably as earned over the contract period, and/or a one-time delivery of historical data (“backdata”) for which revenue is recognized upon delivery, assuming all other criteria are met. In accordance with EITF 00-21, these deliverables qualify as separate units of accounting as each has value on a standalone basis to the customer, objective and reliable evidence of fair value for any undelivered item(s) exists, and where the arrangement includes a general right of return

39

relative to the delivered item(s), delivery of the undelivered item(s) is probable and within our control. We allocate revenue to each element within our arrangements based upon their respective relative fair values. Fair values for these elements are based upon the normal pricing practices for ongoing subscriptions and backdata when sold separately. We defer revenue for any undelivered elements, and recognize revenue when the product is delivered or over the period in which the service is performed, in accordance with our revenue recognition policy for such element as noted above. If we cannot objectively determine the fair value of any undelivered element, revenue is deferred until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements.

We also offer evidenced-based solutions that allow our clients to make informed business decisions. These consulting and services (“C&S”) offerings provide assistance with the analysis of our I&A products. Our C&S offerings are not typically bundled with our I&A offerings noted above. Revenues for certain of these arrangements are recognized on a straight-line basis over the term of the arrangement. Revenues for time and material contracts are recognized as the services are provided. Revenues for fixed price contracts are recognized either over the contract term based on the ratio of the number of hours incurred for services provided during the period compared to the total estimated hours to be incurred over the entire arrangement (efforts based), or upon delivery.

We enter into barter transactions in the normal course in which we exchange data for data, or data for other services such as advertising, software licenses and panel recruitment. We recognize revenue from barter transactions as our products are delivered or services are performed. The related barter expense is recognized as the products or services are utilized by us, the majority of which is in the same accounting period as the related barter revenue. Barter transactions are valued based on either the fair value of the products or services received by us or the fair value of the information or services delivered to customers, whichever is more clearly evident. Our barter revenues have accounted for approximately 4% to 5% of total consolidated revenues in each of the three years ended December 31, 2006. We expect that barter revenues will continue to account for approximately 4% to 5% of total consolidated revenues.

We present our revenues net of taxes assessed by government authorities.

Payment terms vary by customer, but are typically stipulated in the contract and are generally net 30 days from date of invoice. We generally do not offer extended payment terms. Advance payments from customers are credited to Deferred revenues and reflected in Operating Revenue as earned over the contract term. Included in Accounts receivable, net in the Consolidated Statements of Financial Position are unbilled receivables, which represent revenues for products delivered or services performed that have not yet been invoiced to the customer. Substantially all of our unbilled receivables are invoiced within the following month.

For further discussion of our products and services please refer to the “Our Products and Services” disclosure contained in Part I, Item 1. Business section of our Annual Report on Form 10-K.

OPERATING COSTS.Operating costs include data processing costs, the costs of data collection and production, and costs attributable to personnel involved in production, data management and the processing and delivery of our consulting and services offerings. We present both Information and Analytics (“I&A”) revenue and Consulting and Services (“C&S”) revenue separately in our Consolidated Statements of Income, but do not present operating costs directly associated with the two revenue streams due to the fact that our consulting offerings are part of a continuum of capabilities and are directly linked to our I&A products. Although we do capture certain direct costs associated with our C&S revenues, such as the costs of our consulting staff, accommodations, and costs of primary market research data purchased specifically for certain individual C&S engagements, many other significant direct costs incurred by us are not allocated and are not separable between our two revenue streams.

40

One of our major expenditures is the cost for the data we receive from suppliers. After receipt of the raw data and prior to the data being available for use in any part of our business, we are 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. Our data is used in multiple customer solutions across different offerings within both I&A and C&S, but we do not have a meaningful way to allocate the direct cost of the data between I&A and C&S revenues. As such, any allocation of operating costs made by us would not be an accurate reflection of the actual operating costs relating to the two revenue streams and could be misleading.

Costs associated with our data purchases are deferred within Work-in-process inventory and recognized as expense as the corresponding data product revenue is recognized by us, generally over a thirty to sixty day period. Costs associated with our time and material and fixed-price contracts are recognized as incurred.

PENSIONS AND OTHER POSTRETIREMENT BENEFITS.We provide a number of retirement benefits to our employees, including defined benefit pension plans and post retirement medical plans. We account for these plans in accordance with SFAS No. 87, “Employers’ Accounting for Pensions”, SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” and SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” respectively, and accordingly, the determination of benefit obligations and expense is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, expected return on plan assets, cash balance crediting rate, lump sum conversion rate and the assumed rate of compensation increases. In addition, retiree medical care cost trend rates are a key assumption used exclusively in determining costs under SFAS No. 106. Management reviews these critical assumptions at least annually. Other assumptions involve demographic factors such as the turnover, retirement and mortality rates. Management reviews these assumptions periodically and updates them when our experience deems it appropriate to do so.

The discount rate is the rate at which the benefit obligations could be effectively settled. For U.S. plans, the discount rate is determined by matching the plans’ expected cash flow (determined on a projected benefit obligation basis) with spot rates developed from a yield curve comprised of high-grade (Moody’s Aa and above) non-callable corporate bonds to develop the present value of the expected cash flow, and then determining the single rate (discount rate) which when applied to the expected cash flow derives that same present value. In the UK specifically, the discount rate is based on the current yield of the iBoxx Corporate GBP Aa over 15 year bond index, which is an index of high quality corporate bonds. For the other non-U.S. plans, the discount rate is based on the current yield of an index of high quality corporate bonds. At December 31, 2006, we increased the discount rate from 5.75% at December 31, 2005 to 6.00% for our U.S. pension plans and postretirement benefit plan and increased the discount rate for our UK pension plan from 4.75% to 5.00%. The U.S. and UK plans represent 95% of the consolidated benefit obligation as of December 31, 2006. Increases in the discount rate also occurred in other non-U.S. countries, where the range of applicable discount rates at December 31, 2006 is 2.0%-8.0% versus a range of 1.4%-9.0% at December 31, 2005. These smaller non-U.S. plans constitute only 5% of the consolidated benefit obligation at December 31, 2006. As a sensitivity measure, the 25 basis point increase in the discount rate for our U.S. Plan is not expected to have a material effect on the Consolidated Statements of Income. For our UK Plan, a 25 basis point increase in the discount rate, absent any offsetting changes in other assumptions, would result in a decrease in pension expense of approximately $1,133 within the Consolidated Statements of Income.

Under the U.S. Pension Plan, participants have a notional retirement account that increases with pay and investment credits. The rate used to determine the investment credit (cash balance crediting rate) varies monthly and is equal to 1/12th of the yield on 30-year U.S. Government Treasury Bonds, with a minimum of 0.25%. At retirement, the account is converted to a monthly retirement benefit using a

41

conversion rate (lump sum conversion rate) based on the yield on 30-year U.S. Government Treasury Bonds at retirement.

In selecting an expected return on plan asset assumption, we consider the returns being earned by the plan assets in the fund, the rates of return expected to be available for reinvestment and long-term economic forecasts for the type of investments held by the plan. At January 1, 2007 the expected return on plan assets for the U.S. pension plans is 8.50%, which is unchanged versus January 1, 2006. Outside the U.S. the range of applicable expected rates of return is 1.0%-8.0% as of January 1, 2007 versus a range of 0.42%-10.0% as of January 1, 2006. The actual return on plan assets will vary from year to year versus this assumption. We believe it is appropriate to use long-term expected forecasts in selecting the expected return on plan assets. As such, there can be no assurance that our actual return on plan assets will approximate the long-term expected forecasts. The expected return on assets (“EROA”) and the actual return on assets were $25,645 and $37,745, respectively, for the year ended December 31, 2006. As a sensitivity measure, a 25 basis point change in the EROA assumption for our U.S. Plan, absent any offsetting changes in other assumptions, would result in approximately $504 of an increase or decrease in pension expense within the Consolidated Statements of Income. For our UK Plan, a 25 basis point change in the EROA assumption, absent any offsetting changes in other assumptions, would result in approximately $199 of an increase or decrease in pension expense within the Consolidated Statements of Income.

We utilize a corridor approach to amortizing unrecognized gains and losses in the pension and postretirement plans. Amortization occurs when the accumulated unrecognized net gain or loss balance exceeds the criterion of 10% of the larger of the beginning balances of the projected benefit obligation or the market-related value of the plan assets. The excess unrecognized gain or loss balance is then amortized using the straight-line method over the average remaining service-life of active employees expected to receive benefits. At December 31, 2006, the weighted-average remaining service-life of active employees was 11.43 years.

During fiscal 2006, we contributed approximately $17,964 to our pension and postretirement benefit plans which included voluntary contributions above the minimum requirements for the pension plans. We currently expect to contribute, at a minimum, $7,875 to our pension and postretirement benefit plans during fiscal 2007. We may make additional contributions into our pension plans in fiscal 2007 depending on, among other factors, how the funded status of those plans changes and in order to meet minimum funding requirements as set forth in employee benefit and tax laws, plus additional amounts we may deem to be appropriate.

At December 31, 2006, the fair value of assets in our pension plans exceeded the projected benefit obligation by $35,359. Additional information on pension and other postretirement benefit plans is contained in Note 11.

We adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132(R),” (“SFAS 158”) as of December 31, 2006 (see Note 11 of the Consolidated Financial Statements). Under SFAS 158, gains and losses, prior service costs and credits, and any remaining transition amounts under SFAS 87 and SFAS 106 that have not yet been recognized through net periodic benefit cost will be recognized in accumulated other comprehensive income (“AOCI”), a component of shareholders’ equity, net of tax effects. The measurement date, the date at which the benefit obligation and plan assets are measured, is required to be the company’s fiscal year end. SFAS 158 is effective for publicly-held companies for fiscal years ending after December 15, 2006, except for the measurement date provisions, which are effective for fiscal years ending after December 15, 2008.

The adoption of SFAS 158 reduced our Shareholders’ Equity (within AOCI) by approximately $57,053 on an after tax basis, with a corresponding increase of approximately $17,598 in the deferred tax asset (within Other assets). SFAS 158 also had the effect of reducing Other assets, increasing

42

Postretirement and postemployment benefits and Accrued and other current liabilities by approximately $74,651 in total. SFAS 158 does not affect the results of operations.

Additional information on pension and other postretirement benefit plans is contained in Note 11 of the Consolidated Financial Statements.

COMPUTER SOFTWARE.   Direct costs incurred in the development of our external-use computer software are capitalized in accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.”  Research and development costs incurred to establish technological feasibility of a computer software product are expensed in the periods in which they are incurred. Capitalization ceases and amortization starts when the product is available for general release to customers. External-use computer software costs are amortized on a product by product basis generally over three to seven years. Annual amortization is the greater of the amount computed using (a) the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for that product, or (b) the straight-line method over the remaining estimated economic life of the product. We periodically review the unamortized capitalized costs of our computer software based on a comparison of the carrying value of the software with its estimated net realizable value. We recognize immediately any impairment losses on external-use software as a result of our review, or upon our decision to discontinue a product. See Note 5 of Notes to Consolidated Financial Statements.

We capitalize internal-use software costs in accordance with Statement of Position (“SOP”) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.”  Capitalized internal-use software costs are amortized on a straight-line basis generally over three to five years.

GOODWILL AND OTHER INTANGIBLES.   Goodwill represents the excess purchase price over the fair value of identifiable net assets of businesses acquired. Effective January 1, 2002, we adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” In accordance with the provisions of SFAS No. 142 goodwill is no longer amortized. We review the recoverability of goodwill annually (or based on any triggering event) by comparing the estimated fair values of reporting units (based on discounted cash flow analysis) with their respective net book values. If the fair value of a reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the goodwill impairment loss is measured as the excess of the carrying value of goodwill over its implied fair value. We completed our annual impairment test as of September 30, 2006 and were not required to recognize a goodwill impairment charge. See Note 5 of Notes to Consolidated Financial Statements.

OTHER LONG-LIVED ASSETS.   In accordance with the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” we review the recoverability of our long-lived assets and finite-lived identifiable intangibles held and used whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In general, the assessment of possible impairment is based on our ability to recover the carrying value of the asset from the undiscounted expected future cash flows of the asset. If the future cash flows are less than the carrying value of such asset, an impairment charge is recognized for the difference between the estimated fair value and the carrying value.

INCOME 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 those countries. We provide for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an

43

adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. 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. See Note 13 to the Consolidated Financial Statements.

FOREIGN CURRENCY TRANSLATION.   We have significant investments in non-U.S. countries. Therefore, changes in the value of foreign currencies affect our Consolidated Financial Statements when translated into U.S. dollars. For all operations outside the United States of America where we have designated the local currency as the functional currency, assets and liabilities are translated using end-of-period exchange rates; revenues, expenses and cash flows are translated using average rates of exchange. For these countries, currency translation adjustments are accumulated in a separate component of Shareholders’ Equity, whereas transaction gains and losses are recognized in Other income (expense), net. For operations in countries that are considered to be highly inflationary or where the U.S. dollar is designated as the functional currency, monetary assets and liabilities are remeasured using end-of-period exchange rates, whereas non-monetary accounts are remeasured using historical exchange rates, and all remeasurement and transaction adjustments are recognized in Other income (expense), net.

SECURITIES AND OTHER INVESTMENTS.   We hold investments in marketable equity securities and partnership interests in venture capital partnerships. The equity securities are classified as available-for-sale and are therefore recorded at fair value in the financial statements. Unrealized gains and losses related to the available-for-sale securities are recorded within Other Comprehensive Income, a component of Shareholders’ Equity. Realized gains and losses are recorded in earnings in the period in which the securities are sold. The partnership interests are recorded in the financial statements at cost. On a quarterly basis we make estimates of the market value of these investments and reduce the carrying value of the investments if there is an other-than-temporary decline in the fair value below cost. We evaluate the recoverability of the underlying securities in each partnership on an individual basis. No investments had an estimated fair value less than the carrying value of the investment as of December 31, 2006 and 2005.

LEGAL COSTS.   Legal costs in connection with loss contingencies are expensed as incurred.

Recently Issued Accounting Standards

In February 2006, the Financial Accounting Standards Board (“FASB”) issued “SFAS” No. 155, “Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140.”  This statement clarifies the application of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to beneficial interests in securitized financial assets and improves the consistency of accounting for similar financial instruments. This statement also amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a replacement of FASB Statement No. 125,” to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The adoption of SFAS No. 155 is not expected to have a material impact on our financial position, results of operations or cash flows for the year ended December 31, 2007.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140.” This statement amends SFAS 140 and clarifies the accounting for, measurement of, and disclosure of servicing assets and servicing liabilities. This statement should be

44

adopted as of the beginning of an entity’s first fiscal year that begins after September 15, 2006, but earlier adoption is permitted. The adoption of SFAS No. 156 is not expected to have a material impact on our financial position, results of operations or cash flows for the year ended December 31, 2007.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This interpretation is effective for fiscal years beginning after December 15, 2006, but earlier adoption is permitted. We will be required to apply the provisions of FIN 48 to all tax positions upon initial adoption with any cumulative effect adjustment to be recognized as an adjustment to retained earnings. We are currently evaluating the impact of FIN 48 on our consolidated financial statements, but are not yet in a position to make this determination.

In September 2006, the 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. We are currently evaluating this statement to determine any potential impact that it may have on our financial results.

IMS Health Common Stock Information

IMS’s Common Stock is listed on the New York Stock Exchange (symbol “RX”). The number of shareholders of record on December 31, 2006 and 2005, were approximately 4,475 and 4,809, respectively. Total shares outstanding on December 31, 2006 and 2005, were approximately 200,683 and 227,970, respectively. Approximately 99.0% of IMS’s shares are held by institutions. The following table shows the high and low sales prices for our Common Stock during the four quarters of 2006 and 2005:

	Price Per Share ($) 2006				Price Per Share ($) 2005
	High		Low		High		Low
First Quarter		26.00		23.94		25.00		22.01
Second Quarter		28.00		25.68		25.00		22.71
Third Quarter		27.77		25.82		28.60		24.45
Fourth Quarter		30.13		26.34		25.85		22.73
Year		30.13		23.94		28.60		22.01

Dividends

The payments and level of cash dividends by IMS are subject to the discretion of the Board of Directors of IMS. For the years ended December 31, 2006 and 2005, IMS declared quarterly dividends of $0.03 per share and $0.02 per share, respectively or $0.12 and $0.08 per share, respectively on an annual basis. In February 2006, the Board of Directors of IMS authorized a $0.01 per share increase to the quarterly dividend. Any future dividends other than the $0.03 per share dividend for the first quarter of 2007, which was declared by the Board of Directors of IMS in February 2007, will be based on, and affected by, a number of factors, including the operating results and financial requirements of IMS.

Item 7A.Quantitative and Qualitative Disclosures about Market Risk

Quantitative and qualitative disclosures about market risk are set forth under “Market Risk” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report on Form 10-K, and in “Note 10. Financial Instruments” of Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

45

Item 8.Financial Statements and Supplementary Data

Index to Consolidated Financial Statements and Financial Statement Schedule

	Page No.
Statement of Management’s Responsibility for Financial Statements		47
Management’s Report on Internal Control Over Financial Reporting		48
Report of Independent Registered Public Accounting Firm		49
Financial Statements:
As of December 31, 2006 and 2005:
Consolidated Statements of Financial Position		51
For the years ended December 31, 2006, 2005 and 2004:
Consolidated Statements of Income		52
Consolidated Statements of Cash Flows		53
Consolidated Statements of Shareholders’ Equity		55
Notes to Consolidated Financial Statements		58
Other Financial Information:
Quarterly Financial Data (Unaudited) for the years ended December 31, 2006 and 2005		95
Five-Year Selected Financial Data (Unaudited)		96
Financial Statement Schedule:
Schedule II. Valuation and Qualifying Accounts for the years ended December 31, 2006, 2005 and 2004		105

46

Statement of Management’s Responsibility for Financial Statements

To the Shareholders of IMS Health Incorporated:

Management is responsible for the preparation of the consolidated financial statements and related information that are presented in this report. The consolidated financial statements, which include amounts based on management’s estimates and judgments, have been prepared in conformity with accounting principles generally accepted in the United States of America. Other financial information in the report to shareholders is consistent with that in the consolidated financial statements.

The Company maintains accounting and internal control systems to provide reasonable assurance at reasonable cost that assets are safeguarded against loss from unauthorized use or disposition, and that the financial records are reliable for preparing financial statements and maintaining accountability for assets. These systems are augmented by written policies, an organizational structure providing division of responsibilities, careful selection and training of qualified personnel and a program of internal audits.

The Company engaged PricewaterhouseCoopers LLP, independent auditors, to audit and render an opinion on the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). These standards include consideration of the internal control structure and tests of transactions to the extent considered necessary by them to support their opinion.

The Board of Directors, through its Audit Committee consisting solely of independent directors of the Company, meets periodically with management, internal auditors and our independent auditors to ensure that each is meeting its responsibilities and to discuss matters concerning internal controls and financial reporting. PricewaterhouseCoopers LLP and the internal auditors each have full and free access to the Audit Committee.

David R. Carlucci
Chairman, Chief Executive Officer and President

Leslye G. Katz
Senior Vice President and Chief Financial Officer

47

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment using the criteria in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on its assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2006, based on criteria in Internal Control—Integrated Framework issued by the COSO. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, has been audited by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, as stated in their report included herein.

David R. Carlucci
Chairman, Chief Executive Officer and President

Leslye G. Katz
Senior Vice President and Chief Financial Officer

48

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of IMS Health Incorporated:

We have completed integrated audits of IMS Health Incorporated’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedule

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of IMS Health Incorporated and its subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 123R, Share-Based Payment (revised 2004), as of January 1, 2006 and adopted the provisions of the Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106, and 132(R), as of December 31, 2006.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 8, that the Company maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing

49

and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP
New York, New York
February 26, 2007

50

IMS Health Incorporated
Consolidated Statements of Financial Position

	As of December 31,
(Dollars and shares in thousands, except per share data)	2006				2005
Assets:
Current Assets:
Cash and cash equivalents		$	157,346			$	362,943
Accounts receivable, net of allowances of $7,860 and $7,629 in 2006 and 2005, respectively		367,413				297,302
Other current assets (Note 18)		168,534				160,765
Total Current Assets		693,293				821,010
Securities and other investments		6,401				6,037
Property, plant and equipment, net of accumulated depreciation of $181,543 and $180,576 in 2006 and 2005, respectively		148,190				148,586
Computer software		255,285				241,298
Goodwill		531,610				457,006
Other assets		271,815				299,083
Total Assets		$	1,906,594			$	1,973,020
Liabilities, Minority Interests and Shareholders’ Equity:
Current Liabilities:
Accounts payable		$	82,013			$	71,737
Accrued and other current liabilities		256,672				231,475
Accrued income taxes		74,485				114,325
Short-term deferred tax liability		7,238				8,627
Deferred revenues		122,466				122,884
Total Current Liabilities		542,874				549,048
Postretirement and postemployment benefits		85,846				110,782
Long-term debt (Note 10)		975,406				611,431
Other liabilities (Note 18)		168,149				186,839
Total Liabilities		$	1,772,275			$	1,458,100
Commitments and contingencies (Notes 14 and 16)
Minority Interests (Note 7)		$	100,410			$	99,865
Shareholders’ Equity:
Common Stock, par value $.01, authorized 800,000 shares; issued 335,045 shares in 2006 and 2005, respectively		3,350				3,350
Capital in excess of par		497,955				468,299
Retained earnings		2,612,939				2,321,765
Treasury stock, at cost, 134,367 shares and 107,075 shares in 2006 and 2005, respectively		(3,044,996		)		(2,315,404		)
Cumulative translation adjustment		28,786				(31,521		)
Minimum pension liability adjustment, net of taxes of $14,484 in 2005		—				(31,408		)
Postretirement and postemployment adjustment (SFAS No. 158)		(64,264		)		—
Unrealized gain (loss) on changes in fair value of cash flow hedges, net of tax		6				(59		)
Unrealized gain on investments, net of tax		133				33
Total Shareholders’ Equity		$	33,909			$	415,055
Total Liabilities, Minority Interests and Shareholders’ Equity		$	1,906,594			$	1,973,020

The accompanying notes are an integral part of the Consolidated Financial Statements.

51

IMS Health Incorporated
Consolidated Statements of Income

	Years Ended December 31,
(Dollars and shares in thousands, except per share data)	2006			2005			2004
Information and analytics revenue	$	1,599,063		$	1,478,138		$	1,385,100
Consulting and services revenue	359,525			276,653			183,945
Operating Revenue	$	1,958,588		$	1,754,791		$	1,569,045
Operating costs	849,659			759,089			668,144
External-use software amortization	43,297			39,142			36,199
Selling and administrative expenses	541,645			452,331			384,016
Depreciation and other amortization	73,785			65,481			57,335
Severance, impairment and other charges	—			—			36,890
Merger costs (Note 17)	6,016			17,928			—
Operating Income	444,186			420,820			386,461
Interest income	5,453			9,988			7,848
Interest expense	(40,425		)	(22,703		)	(19,528		)
Gains from investments, net	2,250			4,713			11,892
Gain from sale of TriZetto (Note 8)	—			—			38,803
Loss on issuance of investees’ stock	—			—			(184		)
Other income (expense), net	37,281			41,435			(10,853		)
Non-Operating Income, net	4,559			33,433			27,978
Income before provision for income taxes	448,745			454,253			414,439
Provision for income taxes (Note 13)	(133,234		)	(170,162		)	(129,181		)
TriZetto equity income, net of income taxes of $105 for 2004	—			—			164
Net Income	$	315,511		$	284,091		$	285,422
Basic Earnings Per Share of Common Stock	$	1.56		$	1.24		$	1.22
Diluted Earnings Per Share of Common Stock	$	1.53		$	1.22		$	1.20
Weighted average number of shares outstanding—basic	202,641			228,615			233,199
Dilutive effect of shares issuable as of period-end under stock option plans	2,759			2,879			3,946
Adjustment of shares outstanding applicable to exercised and cancelled stock options during the period	1,198			990			560
Weighted Average Number of Shares Outstanding—Diluted	206,598			232,484			237,705

The accompanying notes are an integral part of the Consolidated Financial Statements.

52

IMS Health Incorporated
Consolidated Statements of Cash Flows

	Years Ended December 31,
(Dollars and shares in thousands, except per share data)	2006			2005			2004
Cash Flows from Operating Activities:
Net income	$	315,511		$	284,091		$	285,422
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	117,082			104,623			93,534
Bad debt expense	648			6,507			3,997
Deferred income taxes	27,238			33,527			17,875
Gains from investments, net	(2,250		)	(4,713		)	(11,892		)
Gain on sale of TriZetto	—			—			(38,803		)
Gain on sale of capital assets, net	(3,127		)	(1,413		)	—
Loss on issuance of investees’ stock	—			—			184
TriZetto equity (income) loss, net	—			—			(164		)
Minority interests in net income of consolidated companies	4,517			3,366			5,818
Non-cash stock-based compensation charges	42,778			4,892			3,518
Excess tax benefits from stock-based compensation	(6,509		)	—			—
Change in assets and liabilities, excluding effects from acquisitions and dispositions:
Net (increase) decrease in accounts receivable	(64,533		)	(25,576		)	17,518
Net (increase) decrease in work-in-process inventory	(8,236		)	3,910			(6,939		)
Net (increase) decrease in prepaid expenses and other current assets	(1,337		)	5,830			(16,914		)
Net increase (decrease) in accounts payable	8,744			(3,305		)	11,036
Net increase (decrease) in accrued and other current liabilities	22,300			(1,961		)	2,253
Net decrease in 2003 and 2001 accrued severance, impairment and other charges	(4,411		)	(9,268		)	(6,933		)
Net decrease (increase) in 2004 accrued severance, impairment and other charges	(12,220		)	(24,052		)	36,438
Net decrease in deferred revenues	(4,357		)	(408		)	(529		)
Net (decrease) increase in accrued income taxes	(70,340		)	(57,511		)	21,352
Net increase in pension assets (net of liabilities)	(17,418		)	(23,159		)	(25,557		)
Net increase in other long-term assets (net of long-term liabilities)	(2,904		)	(1,692		)	(1,900		)
Net tax benefit on stock option exercises	14,943			15,464			10,958
Net Cash Provided by Operating Activities	356,119			309,152			400,272

53

IMS Health Incorporated
Consolidated Statements of Cash Flows (Continued)

	Years Ended December 31,
(Dollars and shares in thousands, except per share data)	2006			2005			2004
Cash Flows Used in Investing Activities:
Capital expenditures	(27,493		)	(52,022		)	(22,462		)
Additions to computer software	(84,681		)	(80,807		)	(84,461		)
Proceeds from sale of TriZetto	—			37,414			44,550
Proceeds from sale of capital assets	13,304			21,380			—
Investments in short-term marketable securities	—			15,351			25,055
Payments for acquisitions of businesses, net of cash acquired	(63,653		)	(209,188		)	(58,752		)
Funding of venture capital investments	(2,200		)	(1,500		)	(500		)
Other investing activities, net	2,104			1,556			1,988
Net Cash Used in Investing Activities	(162,619		)	(267,816		)	(94,582		)
Cash Flows Used in Financing Activities:
Net (decrease) increase in revolving credit facility and other	(127,749		)	(12,260		)	68,169
Proceeds from short-term credit agreement, bank term loan and private placement notes	650,000			—			—
Repayment of short-term credit agreement	(150,000		)	—			—
Payments for purchase of treasury stock	(880,407		)	(246,507		)	(362,659		)
Proceeds from exercise of stock options	119,258			165,568			96,578
Excess tax benefits from stock-based compensation	6,509			—			—
Dividends paid	(24,337		)	(18,405		)	(18,846		)
Proceeds from employee stock purchase plan	5,171			4,124			3,410
Increase in cash overdrafts	1,320			1,663			1,722
Payments to minority interests	(3,972		)	(3,225		)	(5,706		)
Net Cash Used in Financing Activities	(404,207		)	(109,042		)	(217,332		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	5,110			(14,254		)	12,113
(Decrease) Increase in Cash and Cash Equivalents	(205,597		)	(81,960		)	100,471
Cash and Cash Equivalents, Beginning of Period	362,943			444,903			344,432
Cash and Cash Equivalents, End of Period	$	157,346		$	362,943		$	444,903
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest	$	34,581		$	18,270		$	18,449
Cash paid during the period for income taxes	$	166,032		$	200,586		$	85,382
Cash received from income tax refunds	$	25,624		$	3,267		$	9,988
Non-Cash Investing Activities:
Promissory note receivable from The TriZetto Group (Note 8)	$	—		$	—		$	37,414

The accompanying notes are an integral part of the Consolidated Financial Statements.

54

IMS Health Incorporated
Consolidated Statements of Shareholders’ Equity

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

Accumulated Other Comprehensive Income (Loss)

Unrealized

(Losses)

Gains on

Changes

Unrealized

Minimum

in Fair

Gains

Other

Shares

Capital

Cumulative

Pension

Value of

(Losses)

Compre-

Common

Treasury

Common

in Excess

Retained

Treasury

Translation

Liability

Cash Flow

on Invest-

hensive

Stock

Stock

Stock

of Par

Earnings

Stock

Adjustment

Adjustment

Hedges

ments

Income

Total

Balance, December 31, 2003	335,045	96,706		$	3,350	$	490,297		$	1,789,503		$	(2,032,748	)	$	(37,255	)	$	(21,963	)	$	(2,299	)	$	692				$	189,577
Net Income									285,422																		285,422		285,422
Cash Dividends ($0.08 per share)									(18,846		)																		(18,846		)
Prepaid Employee Stock Options						(610		)																					(610		)
Accelerated Stock Options						60																							60
Treasury Shares Acquired Under: Purchases		15,000										(362,659		)															(362,659		)
Treasury Stock Reissued Under:
Exercise of Stock Options		(5,598	)			(26,172		)				122,750																	96,578
Restricted Stock Plan		(20	)			3,561						439																	4,000
Employee Stock Purchase Plan		(172	)			(395		)				3,804																	3,409
Net tax benefit on Stock Option Exercises						10,958																							10,958
Board Deferred Stock Compensation						69																							69
Cumulative Translation Adjustment															49,494												49,494		49,494
Minimum Pension Liability Adjustment																		(2,728		)							(2,728	)	(2,728		)
Unrealized Gain on Swaps, net of tax																					1,634						1,634		1,634
Unrealized Loss on Other Investments, net of amount realized of $749, net of tax																								(644		)	(644	)	(644		)
Total Comprehensive Income																											333,178
Balance, December 31, 2004	335,045	105,916		$	3,350	$	477,768		$	2,056,079		$	(2,268,414	)	$	12,239		$	(24,691	)	$	(665	)	$	48				$	255,714

The accompanying notes are an integral part of the Consolidated Financial Statements.

55

IMS Health

Incorporated Consolidated Statements of Shareholders’ Equity (Continued)

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

Accumulated Other Comprehensive (Loss) Income

Unrealized

(Losses)

Gains on

Changes

Unrealized

Minimum

in Fair

Gains

Other

Shares

Capital

Cumulative

Pension

Value of

(Losses)

Compre-

Common

Treasury

Common

in Excess

Retained

Treasury

Translation

Liability

Cash Flow

on Invest-

hensive

Stock

Stock

Stock

of Par

Earnings

Stock

Adjustment

Adjustment

Hedges

ments

Income

Total

Balance, December 31, 2004	335,045	105,916		$	3,350	$	477,768		$	2,056,079		$	(2,268,414	)	$	12,239		$	(24,691	)	$	(665	)	$	48				$	255,714
Net Income									284,091																		284,091		284,091
Cash Dividends ($0.08 per share)									(18,405		)																		(18,405		)
Prepaid Employee Stock Options						(194		)																					(194		)
Accelerated Stock Options						45																							45
Treasury Shares Acquired Under:
Purchases		10,213										(246,507		)															(246,507		)
Treasury Stock Reissued Under:
Exercise of Stock Options		(8,727	)			(26,816		)				192,384																	165,568
Restricted Stock Plan		(121	)			2,311						2,612																	4,923
Employee Stock Purchase Plan		(206	)			(397		)				4,521																	4,124
Net tax benefit on Stock Option Exercises						15,464																							15,464
Board Deferred Stock Compensation						118																							118
Cumulative translation Adjustment															(43,760		)										(43,760	)	(43,760		)
Minimum Pension Liability Adjustment																		(6,717		)							(6,717	)	(6,717		)
Unrealized Gain on Swaps, net of tax																					606						606		606
Unrealized Loss on Other Investments, net of amount realized of $749, net of tax																								(15		)	(15	)	(15		)
Total Comprehensive Income																											234,205
Balance, December 31, 2005	335,045	107,075		$	3,350	$	468,299		$	2,321,765		$	(2,315,404	)	$	(31,521	)	$	(31,408	)	$	(59	)	$	33				$	415,055

The accompanying notes are an integral part of the Consolidated Financial Statements.

56

IMS Health Incorporated

Consolidated Statements of Shareholders’ Equity (Continued)

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

Accumulated Other Comprehensive Income (Loss)

Unrealized

(Losses)

Post

Gains on

Retirement

Changes

Minimum

Post

in

Unrealized

Other

Shares

Capital

Cumulative

Pension

Employ

Value of

Gains

Compre-

Common

Treasury

Common

in Excess

Retained

Treasury

Translation

Liability

Adjust

Cash Flow

on Invest-

hensive

Stock

Stock

Stock

of Par

Earnings

Stock

Adjustment

Adjustment

SFAS 158

Hedges

ments

Income

Total

Balance, December 31, 2005	335,045	107,075		$	3,350	$	468,299		$	2,321,765		$	(2,315,404	)	$	(31,521	)	$	(31,408	)			$	(59	)	$	33		$	415,055
Net Income									315,511																			315,511	315,511
Cash Dividends ($0.03 per share)									(24,337		)																		(24,337		)
Stock-Based Compensation Expense						42,778																							42,778
Performance Restricted Stock Awards						1,763																							1,763
Prepaid Employee Stock Options						(122		)																					(122		)
Board Deferred Stock Compensation						101																							101
Net Tax Benefit on Stock Based Compensation						14,943																							14,943
Treasury Shares Acquired
Purchases		33,931										(880,407		)															(880,407		)
Treasury Shares Reissued under:
Exercise of Stock Options		(6,161	)			(20,620		)				139,878																	119,258
Vesting of Restricted Stock		(262	)			(9,298		)				5,877																	(3,421		)
Less: Unearned Portion		7				—						—																	—
Employee Stock Purchase Plan		(223	)			111						5,060																	5,171
Cumulative Translation Adjustment															60,307													60,307	60,307
Minimum Pension Liability Adjustment																		24,197										24,197	24,197
Adoption of FASB Statement No. 158																		7,211			(7,211	)							—
Adjustment due to Adoption of SFAS 158, net of tax																					(57,053	)							(57,053		)
Unrealized Gains on Swaps, net of tax																							65					65	65
Unrealized Gains on Other Investments net of amount realized of $749, net of taxes																										100		100	100
Total Comprehensive Income																												400,180
Balance, December 31, 2006	335,045	134,367		$	3,350	$	497,955		$	2,612,939		$	(3,044,996	)	$	28,786		—			(64,264	)	6			133			33,909

The accompanying notes are an integral part of the Consolidated Financial Statements.

57

Notes to Consolidated Financial Statements
(Dollars and shares in thousands, except per share data)

Note 1.   Basis of Presentation

IMS Health Incorporated (“IMS” or the “Company”) 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 care 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. Until December 21, 2004, the Company also owned approximately a 25.0% equity interest in the TriZetto Group, Inc. (“TriZetto”) (See Note 8).

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 19).

Note 2.   Summary of Significant Accounting Policies

CONSOLIDATION.   The Consolidated Financial Statements of the Company include the accounts of the Company, its subsidiaries and investments in which the Company has control and variable interest entities in which the Company is determined to be the primary beneficiary. Material intercompany accounts and transactions are eliminated. Investments in companies over which the Company has significant influence but not a controlling interest are accounted for under the equity method of accounting. The Company recognizes in the income statement any gains or losses related to the issuance of stock by a consolidated subsidiary or an investment accounted for under the equity method.

CASH AND CASH EQUIVALENTS.   Cash and cash equivalents include primarily time and demand deposits in the Company’s operating bank accounts. The Company considers all highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents.

SECURITIES AND OTHER INVESTMENTS.   The Company holds investments in marketable equity securities and partnership interests in venture capital partnerships. The equity securities are classified as available-for-sale and are therefore recorded at fair value in the financial statements. Unrealized gains and losses related to the available-for-sale securities are recorded within Other Comprehensive Income, a component of Shareholders’ Equity. Realized gains and losses are recorded in earnings in the period in which the securities are sold. The partnership interests are recorded in the financial statements at cost. On a quarterly basis the Company makes estimates of the market value of these investments and reduces the carrying value of the investments if there is an other-than-temporary decline in the fair value below cost.

58

The Company evaluates the recoverability of the underlying securities in each partnership on an individual basis. No investments had an estimated fair value less than the carrying value of the investment as of December 31, 2006 and 2005.

PROPERTY, PLANT AND EQUIPMENT.   Buildings, machinery and equipment are recorded at cost and depreciated over their estimated useful lives to their salvage values using the straight-line method. Leasehold improvements are recorded at cost and amortized on a straight-line basis over the shorter of the term of the lease or the estimated useful life of the improvement. See Note 18.

COMPUTER SOFTWARE.   Direct costs incurred in the development of the Company’s external-use computer software are capitalized in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.”  Research and development costs incurred to establish technological feasibility of a computer software product are expensed in the periods in which they are incurred. Capitalization ceases and amortization starts when the product is available for general release to customers. External-use computer software costs are amortized on a product by product basis generally over three to seven years. Annual amortization is the greater of the amount computed using (a) the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for that product, or (b) the straight-line method over the remaining estimated economic life of the product. The Company periodically reviews the unamortized capitalized costs of its computer software based on a comparison of the carrying value of the external-use software with its estimated net realizable value. The Company recognizes immediately any impairment losses on software as a result of its review, or upon the Company’s decision to discontinue a product. See Note 5.

The Company capitalizes internal-use software costs in accordance with Statement of Position (“SOP”) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.”  Capitalized internal-use software costs are amortized on a straight-line basis generally over three to five years.

GOODWILL AND OTHER INTANGIBLES.   Goodwill represents the excess purchase price over the fair value of identifiable net assets of businesses acquired. Effective January 1, 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” In accordance with the provisions of SFAS No. 142 goodwill is no longer amortized. The Company reviews the recoverability of goodwill annually (or based on any triggering event) by comparing the estimated fair values of reporting units (based on discounted cash flow analysis) with their respective net book values. If the fair value of a reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the goodwill impairment loss is measured as the excess of the carrying value of goodwill over its implied fair value. The Company completed its annual impairment test as of September 30, 2006 and was not required to recognize a goodwill impairment charge. See Note 5.

OTHER LONG-LIVED ASSETS.   In accordance with the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company reviews the recoverability of its long-lived assets and finite-lived identifiable intangibles held and used whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In general, the assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the undiscounted expected future cash flows of the asset. If the future cash flows are less than the carrying value of such asset, an impairment charge is recognized for the difference between the estimated fair value and the carrying value.

REVENUE RECOGNITION.The Company recognizes revenue primarily under the provisions of Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition,” when the following criteria have been met: 1) persuasive evidence of an arrangement exists; 2) delivery has occurred or services have been

59

rendered; 3) the seller’s price to the buyer is fixed or determinable; and 4) collectibility is reasonably assured.

The Company offers various information and analytics (“I&A”) products developed to meet its customers’ needs by using data secured from a worldwide network of suppliers. The Company’s revenue arrangements may include multiple elements as defined in Emerging Issues Task Force Issue (“EITF”) No. 00-21, “Revenue Arrangements with Multiple Deliverables.”  A typical I&A arrangement (primarily under fixed-price contracts) may include an ongoing subscription-based deliverable for which revenue is recognized ratably as earned over the contract period, and/or a one-time delivery of historical data (“backdata”) for which revenue is recognized upon delivery, assuming all other criteria are met. In accordance with EITF 00-21, these deliverables qualify as separate units of accounting as each has value on a standalone basis to the customer, objective and reliable evidence of fair value for any undelivered item(s) exists, and where the arrangement includes a general right of return relative to the delivered item(s), delivery of the undelivered item(s) is probable and within the Company’s control. The Company allocates revenue to each element within its arrangements based upon their respective relative fair values. Fair values for these elements are based upon the normal pricing practices for ongoing subscriptions and backdata when sold separately. The Company defers revenue for any undelivered elements, and recognizes revenue when the product is delivered or over the period in which the service is performed, in accordance with its revenue recognition policy for such element as noted above. If the Company cannot objectively determine the fair value of any undelivered element, revenue is deferred until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements.

The Company also offers evidenced-based solutions that allow its clients to make informed business decisions. These consulting and services (“C&S”) offerings provide assistance with the analysis of the Company’s I&A products. The Company’s C&S offerings are not typically bundled with its I&A offerings noted above. Revenues for certain of these arrangements are recognized on a straight-line basis over the term of the arrangement. Revenues for time and material contracts are recognized as the services are provided. Revenues for fixed price contracts are recognized either over the contract term based on the ratio of the number of hours incurred for services provided during the period compared to the total estimated hours to be incurred over the entire arrangement (efforts based), or upon delivery.

The Company enters into barter transactions in the normal course in which it exchanges data for data, or data for other services such as advertising, software licenses and panel recruitment. The Company recognizes revenue from barter transactions as its products are delivered or services are performed. The related barter expense is recognized as the products or services are utilized by the Company, the majority of which is in the same accounting period as the related barter revenue. Barter transactions are valued based on either the fair value of the products or services received by the Company or the fair value of the information or services delivered to customers, whichever is more clearly evident. The Company’s barter revenues have accounted for approximately 4% to 5% of total consolidated revenues in each of the three years ended December 31, 2006. The Company expects that barter revenues will continue to account for approximately 4% to 5% of total consolidated revenues.

The company presents its revenues net of taxes assessed by government authorities.

Payment terms vary by customer, but are typically stipulated in the contract and are generally net 30 days from date of invoice. The Company generally does not offer extended payment terms. Advance payments from customers are credited to Deferred revenues and reflected in Operating Revenue as earned over the contract term. Included in Accounts receivable, net in the Consolidated Statements of Financial Position are unbilled receivables, which represent revenues for products delivered or services performed that have not yet been invoiced to the customer. Substantially all of the Company’s unbilled receivables are invoiced within the following month.

60

For further discussion of the Company’s products and services please refer to the “Our Products and Services” disclosure contained in Part I, Item 1. Business section of the Company’s Annual Report on Form 10-K.

OPERATING COSTS.   Operating costs include data processing costs, the costs of data collection and production, and costs attributable to personnel involved in production, data management and the processing and delivery of the Company’s consulting and services offerings. The Company presents both I&A revenue and C&S revenue separately in its Consolidated Statements of Income, but does not present operating costs directly associated with the two revenue streams due to the fact that its consulting offerings are part of a continuum of capabilities and are directly linked to its I&A products. Although the Company does capture certain direct costs associated with its C&S revenues, such as the costs of its consulting staff, accommodations, and costs of primary market research data purchased specifically for certain individual C&S engagements, many other significant direct costs incurred by the Company are not allocated and are not separable between its two revenue streams.

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. The Company’s data is used in multiple customer solutions across different offerings within both I&A and C&S, but 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, any allocation of operating costs made by the Company would not be an accurate reflection of the actual operating costs relating to the two revenue streams and could be misleading.

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

PENSIONS AND OTHER POSTRETIREMENT BENEFITS.   The Company provides a number of retirement benefits to its employees, including defined benefit pension plans and post retirement medical plans. The Company accounts for these plans in accordance with SFAS No. 87, “Employers’ Accounting for Pensions”, SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” and SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” respectively, and accordingly, the determination of benefit obligations and expense is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, expected return on plan assets, cash balance crediting rate, lump sum conversion rate and the assumed rate of compensation increases. In addition, retiree medical care cost trend rates are a key assumption used exclusively in determining costs under SFAS No. 106. Management reviews these critical assumptions at least annually. Other assumptions involve demographic factors such as the turnover, retirement and mortality rates. Management reviews these assumptions periodically and updates them when its experience deems it appropriate to do so.

The discount rate is the rate at which the benefit obligations could be effectively settled. For U.S. plans, the discount rate is determined by matching the plans’ expected cash flow (determined on a projected benefit obligation basis) with spot rates developed from a yield curve comprised of high-grade (Moody’s Aa and above) non-callable corporate bonds to develop the present value of the expected cash flow, and then determining the single rate (discount rate) which when applied to the expected cash flow derives that same present value. In the UK specifically, the discount rate is based on the current yield of the iBoxx Corporate GBP Aa over 15 year bond index, which is an index of high quality corporate bonds. For the other non-U.S. plans, the discount rate is based on the current yield of an index of high quality corporate bonds. At December 31, 2006, the Company increased the discount rate from 5.75% at

61

December 31, 2005 to 6.00% for its U.S. pension plans and postretirement benefit plan and it increased the discount rate for its UK pension plan from 4.75% to 5.00%. The U.S. and UK plans represent 95% of the consolidated benefit obligation as of December 31, 2006. Increases in the discount rate also occurred in other non-U.S. countries, where the range of applicable discount rates at December 31, 2006 is 2.0%—8.0% versus a range of 1.4%—9.0% at December 31, 2005. These smaller non-U.S. plans constitute only 5% of the consolidated benefit obligation at December 31, 2006. As a sensitivity measure, the 25 basis point increase in the discount rate for our U.S. Plan is not expected to have a material effect on the Consolidated Statements of Income. For the Company’s UK Plan, a 25 basis point increase in the discount rate, absent any offsetting changes in other assumptions, would result in a decrease in pension expense of approximately $1,133 within the Consolidated Statements of Income.

Under the U.S. Pension Plan, participants have a notional retirement account that increases with pay and investment credits. The rate used to determine the investment credit (cash balance crediting rate) varies monthly and is equal to 1/12th of the yield on 30-year U.S. Government Treasury Bonds, with a minimum of 0.25%. At retirement, the account is converted to a monthly retirement benefit using a conversion rate (lump sum conversion rate) based on the yield on 30-year U.S. Government Treasury Bonds at retirement.

In selecting an expected return on plan asset assumption, the Company considers the returns being earned by the plan assets in the fund, the rates of return expected to be available for reinvestment and long-term economic forecasts for the type of investments held by the plan. At January 1, 2007 the expected return on plan assets for the U.S. pension plans is 8.50%, which is unchanged versus January 1, 2006. Outside the U.S. the range of applicable expected rates of return is 1.0%—8.0% as of January 1, 2007 versus a range of 0.42%-10.0% as of January 1, 2006. The actual return on plan assets will vary from year to year versus this assumption. The Company believes it is appropriate to use long-term expected forecasts in selecting the expected return on plan assets. As such, there can be no assurance that the Company’s actual return on plan assets will approximate the long-term expected forecasts. The expected return on assets (“EROA”) and the actual return on assets were $25,645 and $37,745, respectively, for the year ended December 31, 2006. As a sensitivity measure, a 25 basis point change in the EROA assumption for the Company’s U.S. Plan, absent any offsetting changes in other assumptions, would result in approximately $504 of an increase or decrease in pension expense within the Consolidated Statements of Income. For the Company’s UK Plan, a 25 basis point change in the EROA assumption, absent any offsetting changes in other assumptions, would result in approximately $199 of an increase or decrease in pension expense within the Consolidated Statements of Income.

The Company utilizes a corridor approach to amortizing unrecognized gains and losses in the pension and postretirement plans. Amortization occurs when the accumulated unrecognized net gain or loss balance exceeds the criterion of 10% of the larger of the beginning balances of the projected benefit obligation or the market-related value of the plan assets. The excess unrecognized gain or loss balance is then amortized using the straight-line method over the average remaining service-life of active employees expected to receive benefits. At December 31, 2006, the weighted-average remaining service-life of active employees was 11.43 years.

During fiscal 2006, the Company contributed approximately $17,964 to its pension and postretirement benefit plans which included voluntary contributions above the minimum requirements for the pension plans. The Company currently expects to contribute, at a minimum, $7,875 to its pension and postretirement benefit plans during fiscal 2007. The Company may make additional contributions into its pension plans in fiscal 2007 depending on, among other factors, how the funded status of those plans changes and in order to meet minimum funding requirements as set forth in employee benefit and tax laws, plus additional amounts the Company may deem to be appropriate.

62

At December 31, 2006, the fair value of assets in the Company’s pension plans exceeded the projected benefit obligation by $35,359. Additional information on pension and other postretirement benefit plans is contained in Note 11.

The Company adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132(R),” (“SFAS 158”) as of December 31, 2006 (see Note 11). Under SFAS 158, gains and losses, prior service costs and credits, and any remaining transition amounts under SFAS 87 and SFAS 106 that have not yet been recognized through net periodic benefit cost will be recognized in accumulated other comprehensive income (“AOCI”), a component of shareholders’ equity, net of tax effects. The measurement date, the date at which the benefit obligation and plan assets are measured, is required to be the company’s fiscal year end. SFAS 158 is effective for publicly-held companies for fiscal years ending after December 15, 2006, except for the measurement date provisions, which are effective for fiscal years ending after December 15, 2008.

The adoption of SFAS 158 reduced the Company’s Shareholders’ Equity (within AOCI) by approximately $57,053 on an after tax basis, with a corresponding increase of approximately $17,598 in the deferred tax asset (within Other assets). SFAS 158 also had the effect of reducing Other assets, increasing Postretirement and postemployment benefits and Accrued and other current liabilities by approximately $74,651 in total. SFAS 158 does not affect the results of operations.

Additional information on pension and other postretirement benefit plans is contained in Note 11.

FOREIGN CURRENCY TRANSLATION.   The Company has significant investments in non-U.S. countries. Therefore, changes in the value of foreign currencies affect the Company’s Consolidated Financial Statements when translated into U.S. dollars. For all operations outside the United States of America where the Company has designated the local currency as the functional currency, assets and liabilities are translated using end-of-period exchange rates; revenues, expenses and cash flows are translated using average rates of exchange. For these countries, currency translation adjustments are accumulated in a separate component of Shareholders’ Equity, whereas transaction gains and losses are recognized in Other income (expense), net. For operations in countries that are considered to be highly inflationary or where the U.S. dollar is designated as the functional currency, monetary assets and liabilities are remeasured using end-of-period exchange rates, whereas non-monetary accounts are remeasured using historical exchange rates, and all remeasurement and transaction adjustments are recognized in Other income (expense), net.

INCOME TAXES.   The Company provides for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income as an adjustment to income tax expense in the period that includes the enactment date.

STOCK-BASED COMPENSATION.On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123R”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and non-employee directors including employee stock options, restricted stock, restricted stock units and employee stock purchases related to the Employee Stock Purchase Plan based on estimated fair values. SFAS 123R supersedes the Company’s previous accounting under Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) for periods beginning in fiscal 2006. In

63

March 2005, the Securities and Exchange Commission (“SEC”) issued SAB No. 107 (“SAB 107”) relating to SFAS 123R. The Company has applied the provisions of SAB 107 in its adoption of SFAS 123R.

The Company adopted SFAS 123R using the modified prospective transition method, which requires the application of the accounting standard as of January 1, 2006, the first day of the Company’s fiscal year 2006. The Company’s Consolidated Financial Statements for the year ended December 31, 2006 reflect the impact of SFAS 123R. In accordance with the modified prospective transition method, the Company’s Consolidated Financial Statements for prior periods have not been retrospectively adjusted to reflect, and do not include, the impact of SFAS 123R. See Note 12 for additional information.

SFAS 123R requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period of the award in the Company’s Consolidated Statements of Income. Prior to the adoption of SFAS 123R, the Company accounted for stock-based awards to employees and directors using the intrinsic value method in accordance with APB 25 as allowed under SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”). Under the intrinsic value method, stock-based compensation expense had been recognized in the Company’s Consolidated Statements of Income only for stock option modifications and restricted stock units because the exercise price of the Company’s stock options granted to employees and directors equaled the fair market value of the underlying stock at the date of grant.

Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Stock-based compensation expense recognized in the Company’s Consolidated Statements of Income for fiscal 2006 included compensation expense for share-based payment awards granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123, and compensation expense for the share-based payment awards granted subsequent to January 1, 2006 based on the grant date fair value estimated in accordance with the provisions of SFAS 123R.  Prior to the adoption of SFAS 123R, the Company used the straight-line method of attributing the value of stock-based compensation and continued to use that method after the adoption. As stock-based compensation expense recognized in the Consolidated Statements of Income for fiscal 2006 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In the Company’s pro forma information required under SFAS 123 for the periods prior to fiscal 2006, the Company accounted for stock options by estimating forfeitures in the first three quarters of the year and applying the full year actual forfeitures in the fourth quarter of the year, as well as an estimate of future forfeitures, and recognized forfeitures as they occurred for restricted stock grants. The Company’s method of valuation for share-based awards granted after January 1, 2006 is the Black-Scholes option-pricing model which was also previously used for the Company’s pro forma information required under SFAS 123. See Note 12 for additional information.

Computation of Net Income per Share

Basic net income per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares primarily consist of employee stock options and restricted stock units.

SFAS No. 128, “Earnings per Share,” requires that employee equity share options, restricted stock units and similar equity instruments granted by the Company be treated as potential common shares outstanding in computing diluted earnings per share. Diluted shares outstanding include restricted stock units and the dilutive effect of in-the-money options which is calculated based on the average share price

64

for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that would be recorded in additional paid-in capital when the award becomes deductible for tax purposes are assumed to be used to repurchase shares.

LEGAL COSTS.   Legal costs in connection with loss contingencies are expensed as incurred.

USE OF ESTIMATES.   The preparation of financial statements and related disclosures in accordance with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates. The most significant estimates relate to allowances, valuation of work-in-process inventories, investments, depreciation of fixed assets including salvage values, carrying value of goodwill and intangible assets, provision for income taxes and tax assets and liabilities, reserves for severance, pensions and reserves for employee benefits, stock-based compensation, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The accounting estimates used in the preparation of the Company’s Consolidated Financial Statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results could vary from the estimates and assumptions used in the preparation of the Consolidated Financial Statements.

EARNINGS PER SHARE.   Basic earnings per share are calculated by dividing net income by weighted average common shares outstanding. Diluted earnings per share are calculated by dividing net income by all dilutive potential common shares outstanding. Dilutive potential common shares are calculated in accordance with the treasury stock method, which assumes that the net proceeds from the exercise of all stock options and restricted stock units are used to repurchase Common Stock at market value. The number of shares remaining after the net proceeds are exhausted represents the incremental potentially dilutive effect of the securities, which is added to the basic weighted average common shares outstanding.

RECLASSIFICATIONS.   Certain prior-year amounts have been reclassified to conform with the 2006 presentation.

Note 3.Summary of Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140.”  This statement clarifies the application of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to beneficial interests in securitized financial assets and improves the consistency of accounting for similar financial instruments. This statement also amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a replacement of FASB Statement No. 125,” to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The adoption of SFAS No. 155 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows for the year ending December 31, 2007.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140.” This statement amends SFAS 140 and clarifies the accounting

65

for, measurement of, and disclosure of servicing assets and servicing liabilities. This statement should be adopted as of the beginning of an entity’s first fiscal year that begins after September 15, 2006, but earlier adoption is permitted. The adoption of SFAS No. 156 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows for the year ending December 31, 2007.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This interpretation is effective for fiscal years beginning after December 15, 2006, but earlier adoption is permitted. The Company will be required to apply the provisions of FIN 48 to all tax positions upon initial adoption with any cumulative effect adjustment to be recognized as an adjustment to retained earnings. The Company is currently evaluating the impact of FIN 48 on its consolidated financial statements, but is not yet in a position to make this determination.

In September 2006, the 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. The Company is currently evaluating this statement to determine any potential impact that it may have on its financial results.

Note 4.   Acquisitions and Dispositions

ACQUISITIONS

The Company makes acquisitions in order to expand its products, services and geographic reach. During the year ended December 31, 2006, the Company completed six acquisitions for an aggregate cost of approximately $51,000. These acquisitions were Läkemedelsstatistik AB (Sweden), Health Outcomes Research Europe, S.L. (Spain), Genexis Servicos de Informacao Ltda. (Brazil), AboutPharma (Italy), Life Sciences Practice of Strategic Decisions Group (U.S.) and Dynamic Research and Solutions Inc. (U.S.) and 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 Consolidated Financial Statements include the results of these acquired companies subsequent to the closing of the acquisitions. Had each of these acquisitions occurred as of January 1, 2006 or 2005, the impact on the Company’s results of operations would not have been significant. Goodwill of approximately $34,328 was recorded in connection with these acquisitions, of which an amount to be determined may be deductible for tax purposes.

During January 2005, the Company paid approximately $36,000 to acquire the 50% interest in
IHA.IMS Health GmbH (“IHA”) not owned by IMS. The Company accounted for this purchase as a step transaction and allocated the purchase price to acquired intangible assets and goodwill. Prior to 2005, the Company consolidated the results of IHA and recorded minority interest expense for the 50% not owned by the Company.

During the year ended December 31, 2005, the Company completed ten acquisitions for an aggregate cost of approximately $163,000. The acquisitions were Taskarena Software Engineering GmbH (Germany), SAI Healthcare (U.S.), Synchronous Knowledge, Inc. (U.S.), M-Tag (Australia and UK), Fricke & Pirk (Germany), BASS (Korea), Areks (France, Japan, Switzerland and U.S.), Pharmetrics

66

(U.S.), Envision (U.S.) and CORE (Switzerland and U.S.) and were accounted for under the purchase method of accounting. As such, the aggregate purchase price had been allocated on a preliminary basis to the assets and liabilities acquired based on estimated fair values as of the closing date. The Company finalized the purchase price allocation for these acquisitions during 2006 which did not have a material impact on the Company’s results of operations. The Consolidated Financial Statements include the results of these acquired companies subsequent to the closing of the acquisitions. Had these acquisitions occurred as of January 1, 2005 or 2004, the impact on the Company’s results of operations would not have been significant. Goodwill of approximately $139,676 was recorded in connection with these acquisitions, of which $45,700 is deductible for tax purposes.

DISPOSITIONS

During the year ended December 31, 2006, the Company and its venture capital funds sold investments with a cost basis of $1,438 and realized a net pre-tax gain of $3,588. These sales resulted in cash proceeds of $5,026. In addition, the Company recorded $492 of write-downs associated with other-than-temporary declines in the fair value of its venture capital investments. Furthermore, the Company’s unrealized gains on available-for-sale securities increased by $100 from December 31, 2005.

During the year ended December 31, 2005, the Company and its venture capital funds sold investments with a cost basis of $2,720 and realized a net pre-tax gain of $2,583. These sales resulted in cash proceeds of $5,303. In addition, the Company recorded $370 of write-downs associated with other-than-temporary declines in the fair value of its venture capital investments. Furthermore, the Company’s unrealized gains on available-for-sale securities decreased by $15 from December 31, 2004. The Company also recognized gains from investments of $3,023 as a result of the divestiture of a 20% interest it had in a German company that was disposed of in connection with the acquisition of the remaining 50% interest in IHA discussed above.

Note 5.Goodwill and Intangible Assets

The Company follows SFAS No. 142 in accounting for the initial recognition and measurement of intangible assets acquired outside of a business combination and the accounting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 provides that goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually (or based on any triggering event) for impairment. It also provides that intangible assets that have finite useful lives continue to be amortized. The Company’s goodwill increased by $74,604 to $531,610 at December 31, 2006, from $457,006 at December 31, 2005 due to the acquisitions discussed in Note 4, contingent earnout payments, purchase price allocations, and cumulative translation adjustments. The Company completed its annual impairment test as of September 30, 2006 and was not required to recognize a goodwill impairment charge (see Note 2).

All of the Company’s other acquired intangibles are subject to amortization. Intangible asset amortization expense was $18,167 and $17,382 during the years ended December 31, 2006 and 2005, respectively. At December 31, 2006 and 2005, 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 $150,183 and $61,850, respectively, at December 31, 2006 and $131,338 and $41,978, respectively, at December 31, 2005.

67

These intangibles are amortized over periods ranging from two to twenty years. As of December 31, 2006, the weighted average amortization periods of the acquired intangibles by asset class are listed in the following table:

Intangible Asset Type	Weighted average amortization (years)  period
Customer Relationships		10.1
Computer Software and Algorithms		7.0
Databases		4.7
Trade Names		4.4
Other		3.8
Weighted average		8.9

Customer relationships accounted for the largest portion of the Company’s acquired intangibles at December 31, 2006. In accordance with the principles of SFAS No. 142 and Statement of Financial Accounting Concepts No. 7, “Using Cash Flow Information and Present Value in Accounting Measurements,” when determining the value of customer relationships for purposes of allocating the purchase price of an acquisition, the Company looks at existing customer contracts of the acquired business to determine if they represent a reliable future source of income and hence, a valuable intangible asset for the Company. The Company determines the fair value of the customer relationships based on the estimated future benefits the Company expects from the acquired customer contracts. In performing its evaluation and estimation of the useful life of customer relationships, the Company looks to the historical growth rate of revenue of the acquired company’s existing customers as well as the historical attrition rates.

Based on current estimated useful lives, annual amortization expense associated with intangible assets at December 31, 2006 is estimated to be as follows:

Year Ended December 31,	Amortization expense
2007		$	16,025
2008		14,422
2009		12,320
2010		9,222
2011		7,956
Thereafter		$	28,397

Note 6.Severance, Impairment and Other Charges

During the fourth quarter of 2004, the Company recorded $36,890 of Severance, impairment and other charges as a component of operating income. As a result of leveraging prior investments in technology and process improvements, the Company committed to a plan to eliminate selected positions involved primarily in production and development. The plan resulted in a charge for one-time termination benefits relating to a headcount reduction of approximately 600 employees located primarily in EMEA and the U.S. These 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.

All of the charge will be settled in cash. The Company paid approximately $12,220 during 2006 and the remaining accrual balance at December 31, 2006 was $166. All termination actions under this plan have been completed by the end of 2006.

68

	Severance related reserves
Charge at December 31, 2004	$	36,890
2004 utilization	(452		)
2005 utilization	(24,052		)
2006 utilization	(12,220		)
Balance at December 31, 2006	$	166

The Company currently expects that the $166 balance remaining in the 2004 fourth quarter charge will be utilized during the first quarter of 2007.

During the three months ended March 31, 2003, the Company recorded $37,220 of Severance, impairment and other charges as a component of operating income. These charges were designed to further streamline operations and increase productivity through a worldwide reduction in headcount of approximately 80 employees and charges related to impaired contracts and assets. The contract-related charges were for impaired data supply and data processing contacts primarily in the Company’s U.S. and Japanese operations. The asset write-downs portion of the 2003 charge related to the Company’s decision to abandon certain products and as such, certain computer software primarily in the U.S., Japan and EMEA was written-down to its net realizable value.

	Severance related reserves				Contract related reserves			Asset write- downs			Total
Charge at March 31, 2003		$	9,958		$	22,307		$	4,955		$	37,220
2003 utilization		(6,197		)	(7,047		)	(6,634		)	(19,878		)
2004 utilization		(1,637		)	(3,614		)	—			(5,251		)
2005 utilization		(378		)	(6,747		)	—			(7,125		)
2006 utilization		—			(2,262		)	—			(2,262		)
Adjustments		(1,746		)	67			1,679			—
Balance at December 31, 2006		$	—		$	2,704		$	—		$	2,704

Approximately $9,958 of the 2003 charge related to a worldwide reduction in headcount of approximately 80 employees. These 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.

The cash portion of the 2003 charge amounted to $30,586, of which the Company paid approximately $2,262, $7,125 and $5,251 during 2006, 2005 and 2004, respectively, related primarily to employee termination benefits and contract-related charges. The remaining accrual of $2,704 at December 31, 2006 relates to lease obligations.

The Company currently expects that the $2,704 balance remaining in the 2003 first quarter charge will be utilized during 2007.

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 December 31, 2006, approximately $3,478 remains to be utilized from 2007 to 2013 primarily related to severance and lease payments.

69

	Severance related reserves			Contract related reserves			Asset write- downs			Total
Charge at December 31, 2001	$	39,652		$	26,324		$	28,640		$	94,616
2001 utilization	(3,692		)	(6,663		)	(27,887		)	(38,242		)
2002 utilization	(26,277		)	(9,819		)	(1,474		)	(37,570		)
2003 utilization	(6,384		)	(2,720		)	(241		)	(9,345		)
2004 utilization	(455		)	(1,232		)	—			(1,687		)
2005 utilization	(262		)	(1,881		)	—			(2,143		)
2006 utilization	(264		)	(1,887		)	—			(2,151		)
Adjustments	(688		)	(274		)	962			—
Balance at December 31, 2006	$	1,630		$	1,848		$	—		$	3,478

The Company currently expects that the $3,478 balance remaining in the 2001 fourth quarter charge will be utilized as follows:

Year Ended December 31,	Cash Outlays
2007	1,976
2008	262
2009	262
2010	262
2011	262
Thereafter	454
Total	$	3,478

Note 7.   Minority Interests

The Company consolidates the assets, liabilities, results of operations and cash flows of businesses and investments over which it has control (see Note 2). Third parties’ ownership interests are reflected as minority interests on the Company’s financial statements. In July 2006, the Company, together with two of its wholly-owned subsidiaries, entered into an Amended and Restated Agreement of Limited Liability Company of IMS Health Licensing Associates, L.L.C. (the “Amended LLC Agreement”). The Amended LLC Agreement governs the relationship between the Company, its subsidiaries and two third-party investors with respect to their interests in IMS Health Licensing Associates, L.L.C. (the “LLC”). The Company is the sole managing member of the LLC. Since 1997, the Company and/or its subsidiaries, or their predecessors, have contributed assets to, and have held a controlling (currently approximately 93%) interest in, the LLC, and the third-party investors have contributed $100,000 to, and have held a minority (currently approximately 7%) interest in, the LLC. The third-party investor contributions are reflected in Minority Interests in the Consolidated Statements of Financial Position. The LLC is a separate and distinct legal entity that is in the business of licensing database assets and computer software. Under the terms of the Amended LLC Agreement, the third-party investors have the right to take steps that would result in the liquidation of their membership interest in the LLC on June 30, 2009. This right may be accelerated if certain events occur as set forth in the Amended LLC Agreement.

Minority interest related to these subsidiaries of $4,517, $3,336 and $5,818 was recorded in Other income (expense), net on the Consolidated Statements of Income in 2006, 2005 and 2004, respectively.

During January 2005, the Company paid approximately $36,000 to acquire the 50% interest in IHA not owned by IMS. The Company accounted for this purchase as a step transaction and allocated the purchase price to acquired intangible assets and goodwill. Prior to 2005, the Company consolidated the results of IHA and recorded minority interest expense for the 50% not owned by the Company.

70

Note 8.   Investments in Equity Investees

On December 21, 2004, the Company and TriZetto entered into a share purchase agreement pursuant to which, the Company sold to TriZetto all of the 12,142,857 shares of Common Stock, par value $0.001 per share, of TriZetto owned by the Company for an aggregate cash consideration of $81,964. The Company received $44,550 in December 2004 and the balance of $37,414 in January 2005. As such, the balance of $37,414 was included in Other current assets in the Company’s Consolidated Statements of Financial Position at December 31, 2004. As a result of the transaction, the Company recorded a pre-tax gain of $38,803 in 2004.

The investment in TriZetto was accounted for under the equity method of accounting. The Company’s share of the adjusted operating results of TriZetto for the year ended December 31, 2004 amounted to income of $164, net of deferred taxes of $105.

Note 9.   Securities

Securities and other investments include the Company’s investments in: a) publicly traded marketable securities; b) direct equity investments in private companies, and c) limited partner interests in venture capital partnerships.

Marketable securities, principally consisting of equity securities, are classified as available-for-sale. Such securities are carried at fair value, with the unrealized gains and losses, net of income taxes, reported within Other Comprehensive Income as a component of Shareholders’ Equity. Typically these securities are distributed to the Company from venture capital partnerships in which it invests. The cost and estimated fair value of these securities were $1,033 and $1,237, respectively, at December 31, 2006, and $1,033 and $1,083, respectively, at December 31, 2005.

Direct equity investments in private companies and limited partner interests in venture capital partnerships are carried in the financial statements at cost, which was $5,164 at December 31, 2006 and $4,206 at December 31, 2005. On a quarterly basis, the Company monitors the realizable value of these investments and makes appropriate reductions in their carrying values when a decline in value is deemed to be other-than-temporary.

After a comprehensive review of the publicly traded marketable securities and of the operating results, financial position and future prospects of the investments made by the partnerships, management concluded that the declines in the value of the investments were other-than-temporary in nature and charges of $492 and $555 for the years ended December 31, 2006 and 2005, respectively, have been included in Gains from investments, net in the Consolidated Statements of Income.

The Company sold securities from its available-for-sale portfolio and recorded a net pre-tax gain of $3,588, $2,583 and $13,747 during 2006, 2005 and 2004, respectively. These amounts were recorded in Gains from investments, net in the Consolidated Statements of Income.

Note 10.   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-US dollar anticipated royalties, and on the value of non-functional currency assets and liabilities.

71

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 in 2006 was a net loss of $6,074, a net gain of $29,800 in 2005 and a net loss of $894 in 2004. In addition, at December 31, 2006, the Company had approximately $556,049 in foreign exchange forward contracts outstanding with various expiration dates through November 2007 relating to non-U.S. Dollar anticipated royalties and non-functional currency assets and liabilities. 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 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-US Dollar anticipated royalties qualify for hedge accounting under SFAS No. 133 and are therefore deferred and included in OCI “Other Comprehensive Income.”

FAIR VALUE OF FINANCIAL INSTRUMENTS

At December 31, 2006, the Company’s financial instruments included cash, cash equivalents, receivables, accounts payable and long-term debt. At December 31, 2006, the fair values of cash, cash equivalents, receivables and accounts payable approximated carrying values due to the short-term nature of these instruments. At December 31, 2006, the fair value of long-term debt approximated carrying value.

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 December 31, 2006 in the event of non-performance by any one counterparty. 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 ($367,413 and $297,302, net of allowances, at December 31, 2006 and 2005, respectively. See Note 18), principally from customers in the pharmaceutical industry. The Company’s trade receivables do not represent significant concentrations of credit risk at December 31, 2006 due to the high quality of its customers and their dispersion across many geographic areas.

72

LINES OF CREDIT

The following table summarizes the Company’s long-term debt at December 31, 2006 and December 31, 2005

	December 31, 2006			December 31, 2005
4.6% Private Placement Note, principal payment of $150,000 due January 2008, net of interest rate swaps of $(2,819) and $(2,710), respectively		$	147,181		$	147,290
5.55% Private Placement Notes, principal payment of $150,000 due April 2016.		150,000			—
1.70% Private Placement Note, principal payment of 34,395,000 Japanese Yen due January 2013		288,670			—
Revolving Credit Facility:
Japanese Yen denominated borrowings at average floating rates of approximately 0.83%		249,097			371,924
Swiss Franc denominated borrowings at average floating rates of approximately 2.32%		59,258			92,217
U.S. Dollar denominated borrowings at average floating rates of approximately 6.50%		31,200			—
Bank Term Loan, principal payment of $50,000 due June, 2009 at average floating rate of approximately 5.60%		50,000			—
Total Long-Term Debt		$	975,406		$	611,431

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 Amended and Restated Facility (see below). 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 $339,555 and $464,141 at December 31, 2006 and December 31, 2005, respectively, all of which were classified as long-term. In April 2004, the Company entered into a $700,000 revolving credit facility with a syndicate of 12 banks (the “Unsecured Facility”). The Unsecured Facility replaced the Company’s lines of credit with several domestic and international banks. On March 9, 2005, the Company renegotiated with the syndicate of 12 banks to amend and restate the Unsecured Facility (the “Amended and Restated Facility”). The terms of the Amended and Restated Facility extended the maturity of the facility in its entirety to a term of five years, maturing March 2010, reduced the borrowing margins and increased subsidiary borrowing limits.

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 30 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 1.61% and 0.62% at December 31, 2006 and December 31, 2005, respectively. In addition, the Company is required to pay a commitment fee on any unused portion of the facilities of 0.075%. At December 31, 2006, the Company had approximately $660,444 available under its existing bank credit facilities.

73

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, and provides the Company with an option to extend the term up to an additional two years. The Company used the proceeds 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 borrowed under the Company’s Amended and Restated Facility.

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 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 $(2,819) and $(2,710) as of December 31, 2006 and December 31, 2005, respectively.

In March and April 2002, the Company entered into interest rate swaps on a portion of its variable rate debt portfolio. These swaps matured in March 2005 and April 2006. The Company accounted for the interest rate swaps as cash flow hedges and recorded any changes in fair value in Other Comprehensive Income. The Company determined the fair values based on estimated prices quoted by financial institutions. The fair values of these swaps were $(100) as of December 31, 2005.

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 December 31, 2006, the Company was in compliance with these financial debt covenants.

Note 11.   Pension and Postretirement Benefits

The Company sponsors both funded and unfunded defined benefit pension plans. These plans provide benefits based on various criteria, including, but not limited to, years of service and salary. The Company also sponsors an unfunded postretirement benefit plan in the United States that provides health and prescription drug benefits to retirees who meet the eligibility requirements. The Company uses a December 31 measurement date for the majority of its pension and postretirement benefit plans. The Company aggregates the disclosures of its U.S. and non-U.S. plans because the material assumptions used for such plans are similar.

In September 2006, the FASB issued SFAS 158, which requires recognition of the funded status of pension and other postretirement benefit plans on the balance sheet. This statement amends and clarifies the financial accounting and reporting guidance for defined benefit pension and other postretirement plans. Under SFAS 158, gains and losses, prior service costs and credits, and any remaining transition amounts under SFAS 87 and SFAS 106 that have not yet been recognized through net periodic benefit cost will be recognized in AOCI, a component of shareholders’ equity, net of tax effects. The measurement date, the date at which the benefit obligation and plan assets are measured, is required to be the company’s

74

fiscal year end. SFAS 158 is effective for publicly-held companies for fiscal years ending after December 15, 2006, except for the measurement date provisions, which are effective for fiscal years ending after December 15, 2008. Since the Company already utilizes a fiscal year end measurement date for the majority of its plans, this particular provision does not materially affect the financial statements. The Company adopted SFAS 158 as of December 31, 2006.

The following table summarizes the effect of required changes in the additional minimum liability (“AML”) as of December 31, 2006 prior to the adoption of SFAS 158 as well as the impact of the initial adoption of SFAS 158 on both pension and postretirement benefit plans.

	December 31, 2006 Prior to AML and SFAS 158 Adjustments				AML Adjustment at December 31, 2006 per FAS87				Initial Adoption of SFAS 158				December 31, 2006 Post AML and SFAS 158 Adjustments
Assets:
Other assets		$	327,991			$	(11,005	)		$	(45,171	)		$	271,815
Total assets		$	1,962,770			$	(11,005	)		$	(45,171	)		$	1,906,594
Liabilities:
Accrued and other current liabilities		$	254,793			$	—			$	1,879			$	256,672
Postretirement and postemployment benefits		$	11,045			$	(35,202	)		$	10,003			$	85,846
Total liabilities		$	1,795,595			$	(35,202	)		$	11,882			$	1,772,275
Shareholders’ equity:
Mimimum pension liability adjustment, net of taxes		$	(31,408	)		$	24,197			$	7,211			$	—
Postretirement and postemployment adjustment (SFAS No. 158)		$	—			$	—			$	(64,264	)		$	(64,264	)
Total Shareholders’ equity		$	66,765			$	24,197			$	(57,053	)		$	33,909

The amounts in accumulated other comprehensive income that are expected to be recognized as components of net periodic benefit cost (credit) during the next fiscal year are as follows:

	Pension Benefits			Other Benefits				Total
Net actuarial loss (gain)		$	4,356		$	431		$	4,787
Prior service cost (credit)		16			(36		)	(20		)
Transition obligation (asset)		9			—			9
Total		$	4,381		$	395		$	4,776

75

The following tables summarize changes in the benefit obligation, the plan assets and the funded status of the Company’s pension and postretirement benefit plans as well as the components of net periodic benefit costs, including key assumptions.

	Pension Benefits						Other Benefits
Obligations and Funded Status at December 31,	2006			2005			2006			2005
Change in benefit obligation
Benefit obligation at beginning of year	$	299,640		$	269,111		$	13,806		$	11,352
Service cost	12,711			11,666			23			51
Interest cost	15,876			14,523			667			716
Foreign currency exchange adjustment	20,469			(17,983		)	—			—
Amendments	(127		)	391			—			—
Plan participants’ contributions	1,766			1,801			349			314
Actuarial (gain) loss	827			29,816			(1,349		)	2,487
Benefits paid (net of Medicare subsidy of $54 in 2006)	(9,864		)	(9,757		)	(1,413		)	(1,114		)
Settlements	(2,657		)	—			—			—
Acquisitions	3			72			—			—
Benefit obligation at end of year	$	338,644		$	299,640		$	12,083		$	13,806
Change in plan assets
Fair value of plan assets at beginning of year	$	311,001		$	271,490		$	—		$	—
Actual return on assets	37,745			26,599			—			—
Foreign currency exchange adjustment	17,545			(10,989		)	—			—
Employer contributions	16,900			31,857			1,064			800
Plan participants’ contributions	1,766			1,801			349			314
Benefits paid (net of Medicare subsidy of $54 in 2006)	(9,864		)	(9,757		)	(1,413		)	(1,114		)
Settlements	(1,090		)	—			—			—
Fair value of plan assets at end of year	$	374,003		$	311,001		$	—		$	—
Funded status	$	35,359		$	11,361		$	(12,083	)	$	(13,806	)
Unrecognized actuarial loss	n/a			93,750			n/a			5,019
Unrecognized prior service cost	n/a			(729		)	n/a			(218		)
Unrecognized net transition asset	n/a			(55		)	n/a			—
Contributions between measurement and end of fiscal year	119			—			n/a			n/a
Net amount recognized	$	35,478		$	104,327		$	(12,083	)	$	(9,005	)
Amounts recognized in the Consolidated Statements of Financial Position consist of:
Other assets	$	97,279		$	137,498		$	—		$	—
Accrued and other current liabilities	(1,879		)	n/a			(717		)	n/a
Postretirement and postemployment benefits	(59,922		)	(80,429		)	(11,366		)	(9,005		)
Intangible asset (Other assets)	n/a			403			n/a			—
Accumulated other comprehensive income (Minimum pension liability)	n/a			46,855			n/a			—
Net amount recognized	$	35,478		$	104,327		$	(12,083	)	$	(9,005	)

76

The accumulated benefit obligation for all defined benefit pension plans was $317,767 and $280,601 at December 31, 2006, and 2005, respectively.

Information for pension plans with an accumulated benefit  obligation in excess of plan assets as of December 31,	2006		2005
Projected benefit obligation	$	226,901	$	196,847
Accumulated benefit obligation	$	206,967	$	178,400
Fair value of plan assets	$	165,064	$	125,067

Amounts recognized in accumulated other comprehensive income consist of:

	Pension Benefits			Other Benefits
Additional Information as of December 31,	2006			2006
Net actuarial loss (gain)	$	83,314			$	3,362
Prior service cost (credit)	(267		)		(49		)
Transition obligation (asset)	(56		)		—
Total	$	82,991			$	3,313

Components of Net Periodic Benefit	Pension Benefits									Other Benefits
Cost for years ended December 31,	2006			2005			2004			2006			2005			2004
Service cost	$	12,711		$	11,666		$	11,276		$	23		$	51		$	92
Interest cost	15,876			14,523			12,865			667			716			769
Expected return on plan assets	(25,645		)	(22,051		)	(19,036		)	—			—			—
Amortization of prior service cost (credit)	(2		)	(200		)	(226		)	(168		)	(987		)	(987		)
Amortization of transition obligation	19			(2		)	(92		)	—			—			—
Amortization of net loss	4,592			3,055			2,677			308			364			453
Settlement loss	264			—			—			—			—			—
Net periodic benefit cost	$	7,815		$	6,991		$	7,464		$	830		$	144		$	327

ASSUMPTIONS

Weighted average assumptions used to determine	Pension Benefits				Other Benefits
benefit obligations at December 31,	2006		2005		2006		2005
Discount rate	5.39	%	5.15	%	6.00	%	5.75	%
Rate of compensation increase	3.49	%	3.75	%	n/a		n/a

Weighted average assumptions used to determine	Pension Benefits						Other Benefits
net periodic benefit cost for years ended December 31,	2006		2005		2004		2006		2005		2004
Discount rate	5.15	%	5.61	%	5.77	%	5.75	%	6.00	%	6.25	%
Expected long-term return on plan assets	7.99	%	8.33	%	8.32	%	n/a		n/a		n/a
Rate of compensation increase	3.75	%	3.73	%	3.68	%	n/a		n/a		n/a

In selecting an expected return on plan asset assumption, the Company considers the returns being earned by the plan assets in the fund, the rates of return expected to be available for reinvestment and long-term economic forecasts for the type of investments held by the plan. At January 1, 2007 the expected return on plan assets for the U.S. pension plans is 8.50%, which is unchanged from the prior year. Outside the U.S. the range of applicable expected rates of return is 0.21%—9.0% as of January 1, 2007, which has been reduced from a range of 0.42%—10.0% at January 1, 2006. The actual return on plan assets will vary from year to year versus this assumption. The Company believes it is appropriate to use long-term expected forecasts in selecting its expected return on plan assets. As such, there can be no assurance that its actual return on plan assets will approximate the long-term expected forecasts. The expected return on

77

assets and the actual return on assets were $25,645 and $37,745, respectively, for the year ended December 31, 2006.

Assumed health care cost trend rates at December 31,	2006		2005		2004
Health care cost trend rate assumed for next year	10.0	%	10.0	%	9.0	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.0	%	5.0	%	5.0	%
Year that the rate reaches the ultimate trend rate	2012		2011		2011

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

	1-Percentage- Point Increase			1-Percentage- Point Decrease
Effect on total of service and interest cost		$	54		$	(46	)
Effect on postretirement benefit obligation		$	951		$	(813	)

PLAN ASSETS

The Company’s pension plan weighted average asset allocations at December 31, 2006, and 2005, by asset category, follows:

	Plan Assets at December 31,
Asset Category	2006			2005
Equity securities		68	%		72	%
Debt securities		27			27
Real estate		4			0
Other		1			1
Total		100	%		100	%

The target asset allocation for the Company’s pension plans is as follows:

Asset Category	2006
Equity securities	60–75	%
Debt securities	25–30	%
Real estate	0–10	%
Other	0–5	%

The Company invests primarily in equity and debt securities that are within prudent levels of risk and provide for necessary liquidity requirements. The long-term objectives are to invest in vehicles that provide a return that both limits the risk of plan assets failing to meet associated liabilities and minimizes long-term expense. The majority of the Company’s plan assets are measured quarterly against benchmarks established by the Company’s investment advisors, and the Company’s Asset Management Committee, who has the authority to recommend changes as deemed appropriate and reviews actual performance. The Company periodically conducts asset liability modeling studies to ensure that the investment strategy is aligned with the obligations of the plans and that the assets will generate income and capital growth to meet the cost of current and future benefits that the plans provide. The pension plans do not include investments in Company stock at December 31, 2006 or 2005.

78

CASH FLOWS

CONTRIBUTIONS.   During fiscal 2006, the Company contributed approximately $17,964 to its pensions and postretirement benefit plan which included voluntary contributions above the minimum requirements for the pension plans. The Company currently expects to contribute, at a minimum, $7,875 to its pensions and postretirement benefit plan during fiscal 2007. The Company may make additional contributions into its pension plans in fiscal 2007 depending on, among other factors, how the funded status of those plans changes and in order to meet minimum funding requirements as set forth in employee benefit and tax laws, plus additional amounts we may deem to be appropriate.

ESTIMATED FUTURE BENEFIT PAYMENTS AND SUBSIDY RECEIPTS.   The following benefit payments (net of expected participant contributions), which reflect expected future service and the Medicare Part D subsidy receipts, are expected to be paid or received as follows:

Expected benefit payments/(subsidy receipts)	Pension Benefits		Other Benefits			Expected Federal Subsidy
2007	$	9,938		$	717		$	(74	)
2008	10,263			748			(87		)
2009	10,898			771			(100		)
2010	11,221			787			(112		)
2011	11,478			815			(117		)
Years 2012–2016	65,134			4,296			(663		)

PLANS ACCOUNTED FOR UNDER APB OPINION NO. 12, “OMNIBUS OPINION—1967.”The Company provides certain executives with supplemental pension benefits in accordance with their individual employment arrangements. As individual arrangements, these pension benefits are accounted for under APB Opinion No. 12 (which addresses accounting for deferred compensation contracts) and not SFAS No. 87, and as a result, the tables of this Note 11 do not include the Company’s expense or obligation associated with providing these benefits. The Company’s obligation for these unfunded arrangements was $12,877 at December 31, 2006 and $20,009 at December 31, 2005. The year-over-year decrease in the obligation reflects the retirement in 2006 of former Chairman, David Thomas, who received a lump-sum distribution of his pension benefit. Annual expense was approximately $4,725, $5,232 and $4,257 for the years ended December 31, 2006, 2005 and 2004, respectively. The discount rate and rate of compensation increase used to measure year-end obligations was 6.00% and 5.00%, respectively, as of December 31, 2006, and 5.75% and 5.00%, respectively, as of December 31, 2005.

DEFINED CONTRIBUTION PLANS.   Certain employees of the Company in the United States of America are eligible to participate in the Company-sponsored defined contribution plan. The Company makes a matching contribution of up to 50% of the employee’s contribution based on specified limits of the employee’s salary. The Company’s expense related to this plan was approximately $3,873, $3,281 and $2,998 for the years ended December 31, 2006, 2005 and 2004, respectively. Approximately 4% and 5% of total plan assets were invested in Company stock at December 31, 2006 and 2005, respectively.

There are additional Company-sponsored defined contribution arrangements for employees of the Company residing in countries other than the United States. The Company is required to make contributions based on the specific requirements of the plans. The Company’s expense related to these plans was approximately $4,329, $4,536 and $4,557 for the years ended December 31, 2006, 2005 and 2004, respectively. None of the plan assets were invested in Company stock at any time during 2006 or 2005.

79

Note 12.Stock-Based Compensation

Effective January 1, 2006, the Company adopted SFAS 123R. The Company elected to use the modified prospective transition method; therefore, prior period results were not retrospectively adjusted. Prior to the adoption of SFAS 123R, stock-based compensation expense related to stock options was not recognized in the results of operations if the exercise price was at least equal to the market value of the Common Stock on the grant date, in accordance with APB 25. As a result, the recognition of stock-based compensation expense was generally limited to the expense attributed to restricted stock units and stock option modifications.

SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the requisite service period (generally the vesting period) in the consolidated financial statements based on their fair values. For options with graded vesting, the Company values the stock option grants and recognizes compensation expense as if each vesting portion of the award was part of the total award and not a separate award. Under the modified prospective method, awards that were granted, modified, or settled on or after January 1, 2006 are measured and accounted for in accordance with SFAS 123R. Unvested equity-classified awards that were granted prior to January 1, 2006 will continue to be accounted for in accordance with the provisions of SFAS 123, except that all awards are recognized in the results of operations over the remaining vesting periods. SFAS 123R requires the recognition of stock-based compensation for the number of awards that are ultimately expected to vest. As a result, for most awards, recognized stock compensation was reduced for estimated forfeitures prior to vesting primarily based on historical annual forfeiture rates. Estimated forfeitures will be reassessed in subsequent periods and may change based on new facts and circumstances. Prior to January 1, 2006, the Company accounted for stock options by estimating forfeitures in the first three quarters of the year and applying the full year actual forfeitures in the fourth quarter of the year, as well as applying a forfeiture assumption, and forfeitures were recognized as they occurred for restricted stock grants. The Company has elected to follow the transition guidance put forth in paragraph 81 of SFAS 123R for the purpose of calculating the pool of excess tax benefits available to absorb tax deficiencies recognized subsequent to the adoption of SFAS 123R. Under this method, the pool of excess tax benefits is calculated by including the net excess tax benefits that would have qualified as such had the entity adopted SFAS 123 for recognition purposes. In addition, realized tax benefits in excess of amounts recognized in the Consolidated Statements of Income are recognized as a financing activity rather than an operating activity subsequent to SFAS 123R adoption for purposes of the Consolidated Statement of Cash Flows.

The Company maintains four Stock Incentive Plans, which provide for the grant of stock options, restricted stock and restricted stock units to eligible employees and Non-Employee Directors. At December 31, 2006, there were 59,279 shares of Common Stock reserved for issuance under all of the Company’s stock plans, of which 14,058 shares are still available for future grants. Common Stock reserved for issuance includes 18,448 shares from the 2000 Stock Incentive Plan, which the Board of Directors approved during 2000, 36,484 shares from the 1998 Employees’ Stock Incentive Plan, 29,784 of which was approved by the shareholders during 1998 and 6,700 of which were approved by the shareholders in May 2006, 3,437 shares from the 1998 Employees’ Stock Purchase Plan, which was approved by the shareholders during 1998, and 910 shares from the 1998 Non-Employee Directors’ Stock Incentive Plan, 410 shares of which were approved by the shareholders during 1998 and an additional 500 shares of which were approved by the shareholders in May 2003. Historically, stock options have been granted to broad groups of employees on a discretionary basis. Beginning in fiscal 2006, employees are generally eligible to receive restricted stock units with a service condition of four years instead of stock options with a service condition of three years. Certain senior employees will continue to be eligible to receive restricted stock units which contain both performance and service conditions.

The Employee Stock Purchase Plan (“ESPP”) was originally adopted in 1998 with a quarterly purchase period and a price equal to the lesser of 90% of the fair market value on the first trading day or the last trading day of the period. The Company amended its Employee Stock Purchase Plan in 2001 to

80

allow employees to purchase a limited amount of Common Stock at the end of each six-month period at a price equal to the lesser of 85% of fair market value on (a) the first trading day of the period, or (b) the last trading day of the period. Beginning with the first purchase of 2006, the plan has been amended to allow employees to purchase a limited amount of Common Stock at the end of each six-month period at a price equal to 85% of the fair market value on the last trading day of the period. Fair market value is defined as the average of the high and low prices of the shares on the relevant day. The 15% discount makes the plan compensatory under SFAS 123R.

Stock options are granted with an exercise price equal to the fair market value of a share of Common Stock on the date of grant. Stock options expire within five, seven, or ten years and generally vest ratably over three years for employees and one to three years for non-employee directors. The vesting period and option term for grants to employees is at the discretion of the Human Resources Committee of the Board of Directors.

Restricted stock units are granted at a price equal to the fair market value of a share of Common Stock on the date of grant. Restricted stock units with service vesting generally vest ratably over three to four years. The vesting period for grants to employees is at the discretion of the Human Resources Committee of the Board of Directors.

Participation in the Performance Restricted Stock Units program (“PERS”), under which performance restricted stock units are granted, is limited to key senior executives. The target award is denominated in cash and is equal to each eligible executive’s annual incentive target. These awards are subject to fair value adjustments for any changes in the underlying market value of the Company’s Common Stock until the end of the performance period. The performance period is one year during which performance against the established financial criterion is measured. The actual award is quantified and granted to eligible employees in restricted stock units at the February Human Resources Committee of the Board of Directors meeting in the year following the one year performance period. Upon grant, there is an additional two year cliff vest service requirement which begins on the first business day of the year following the performance period. If performance criterion is not met, the award is forfeited and no restricted stock units are granted.   The restricted stock units granted are determined using the fair market value based on the average high/low stock price for the last 20 business days of the performance period in accordance with the PERS program. Performance awards are granted at a price equal to the fair market value of a share of Common Stock on the date of grant.

Participation in the Long Term Incentive program (“LTI”), under which performance restricted stock units are granted, is at the CEO’s discretion with participants varying from year to year. The target awards, by person, are approved by the Human Resources Committee of the Company’s Board of Directors prior to the end of the first quarter of the performance cycle. The target award is denominated 50% in cash, or in un-restricted shares of stock at the fair market value of IMS Common Stock on the day of grant, which are payable after the two year performance period. The remaining 50% is payable in restricted stock units, which are granted after the two year performance period with an additional two year cliff vest service requirement. A restricted stock unit, if earned, may only be settled by issuance or delivery of a share. These awards are subject to fair value adjustments for any changes in the underlying market value of the Company’s Common Stock until the end of the two year performance period. At the end of the performance period, achievement against the established financial criterion is measured and the actual payout percentage is quantified and approved by the Human Resources Committee of the Board of Directors following approval of year end results by the Board of Directors. If performance criterion is not met, the award is forfeited and no restricted stock units are granted, or cash paid. The restricted stock units granted are determined using the fair market value based on the average high/low stock price for the last 20 business days of the year prior to the beginning of the performance period in accordance with the LTI plan document. Performance awards are granted at a price equal to the fair market value of a share of Common Stock on the date of grant.

81

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

	Shares		Weighted  Average  Exercise  Price Per  Share			Weighted  Average  Remaining  Term		Aggregate  Intrinsic  Value
Options Outstanding, December 31, 2003	37,021			$	20.89
Granted	6,003			$	23.90
Exercised	(5,598	)		$	17.25
Forfeited	(1,020	)		$	18.89
Cancelled	(906	)		$	27.50
Options Outstanding, December 31, 2004	35,500			$	21.86
Granted	4,813			$	24.12
Exercised	(8,726	)		$	18.97
Forfeited	(575	)		$	20.63
Cancelled	(1,028	)		$	26.93
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		3.37		$	99,198
Options Vested or Expected to Vest, December 31, 2006	21,069			$	23.42		3.34		$	98,030
Exercisable, December 31, 2006	17,039			$	23.27		2.97		$	83,480

The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the market price of the Company’s Common Stock as of the end of the period. As of December 31, 2006, approximately $16,312 of unrecognized stock compensation expense related to unvested stock options (net of estimated forfeitures) is expected to be recognized over a weighted-average period of approximately 1 year. As of December 31, 2005, approximately $41,489 of unrecognized stock compensation expense related to unvested stock options (net of estimated forfeitures) was expected to be recognized over a weighted-average period of 1.60 years. Proceeds received from the exercise of stock options was $119,257 for the year ended December 31, 2006, and $165,567 for the year ended December 31, 2005. The intrinsic value of stock options that were exercised was $49,208 for the year ended December 31, 2006, the majority of which is currently deductible for tax purposes, and $63,815 for the year ended December 31, 2005.

The fair value of stock options was estimated using the Black-Scholes option-pricing model. This model requires the input of subjective assumptions that will usually have a significant impact on the fair value estimate. The assumptions for the current period grants were developed based on SFAS 123R and SEC guidance contained in SAB 107.

82

The following table summarizes the weighted average assumptions used to compute the weighted average fair value of stock option grants:

	Year Ended December 31,
	2006		2005
Dividend Yield	0.5%		0.3%
Weighted Average Volatility	29.4%		29.6%
Risk Free Interest Rate	4.49%		3.87%
Expected Term	4.39 years		4.39 years
Weighted Average Fair Value of Options Granted	$	7.82	$	7.46
Weighted Average Grant Price	$	24.54	$	24.12

·The dividend yield is equal to the annualized dividend divided by the closing stock price on the date of payment. The increase in the dividend yield from 2005 to 2006 was due to a $0.01 per share increase in the quarterly dividend payment. An increase in the dividend yield will decrease stock compensation expense.

·The weighted average volatility for the current periods was developed using historical volatility for periods equal to the expected life of the options. An increase in the weighted average volatility assumption will increase stock compensation expense.

·The risk-free interest rate was developed using the U.S. Treasury yield curve for periods equal to the expected life of the options on the grant date. An increase in the risk-free interest rate will increase stock compensation expense.

·The expected term for the current period and prior period grants was estimated by reviewing the historical exercise experience of a fully vested material grant that was close to maturity. An increase in the expected holding period will increase stock compensation expense.

The following table summarizes activity of restricted stock units with service conditions.

	Shares			Weighted  Average  Grant Date  Fair Value			Aggregate  Intrinsic  Value
Unvested, December 31, 2003		411			$	19.65
Granted		38			$	24.39
Vested		(29	)		$	20.79
Forfeited		(10	)		$	19.37
Unvested, December 31, 2004		410			$	20.01
Granted		153			$	24.46
Vested		(119	)		$	24.41
Forfeited		0			$	0.00
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		$	43,065
Vested or Expected to Vest, December 31, 2006		1,397			$	24.92		$	38,603

The intrinsic value for restricted stock units is calculated based on the market price of the Company’s Common Stock as of the end of the period. As of December 31, 2006, approximately $26,445 of unrecognized stock compensation expense related to unvested restricted stock units (net of estimated forfeitures) is expected to be recognized over a weighted-average period of 3.00 years. As of December 31,

83

2005, approximately $2,193 of unrecognized stock compensation expense related to unvested restricted stock units was expected to be recognized over a weighted-average period of 1.96 years. The total fair value of restricted stock units with service conditions which vested during the periods ended December 31, 2006 and 2005 was $4,467 and $2,802, respectively.

The following table summarizes activity of restricted stock units with performance conditions.

	Shares			Weighted  Average  Grant Date  Fair Value			Aggregate  Intrinsic  Value
Unvested, December 31, 2003		106			$	17.82
Granted		156			$	23.19
Vested		0			$	0.00
Forfeited		(21	)		$	21.63
Unvested, December 31, 2004		241			$	20.96
Granted		194			$	20.62
Vested		(53	)		$	18.97
Forfeited		(7	)		$	17.72
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		$	8,854
Vested or Expected to Vest, December 31, 2006		308			$	22.16		$	8,504

The intrinsic value for restricted stock units with performance conditions is calculated based on the market price of the Company’s Common Stock as of the end of the period. As of December 31, 2006, approximately $1,145 of unrecognized stock compensation expense related to unvested restricted stock units (net of estimated forfeitures) is expected to be recognized over a weighted-average period of 1.00 year. As of December 31, 2005, approximately $1,939 of unrecognized stock compensation related to unvested restricted stock units with performance conditions was expected to be recognized over a weighted-average period of 1.00 year. The total fair value of restricted stock units with performance conditions which vested during the periods ended December 31, 2006 and 2005 was $5,570 and $1,231, respectively.

The following table summarizes the pro forma effect of stock-based compensation as if the fair value method of accounting for stock compensation had been applied:

		Year ended December 31, 2005				Year ended December 31, 2004
Net Income:	As reported		$	284,091			$	285,422
	Add: Stock-based employee compensation expense included in reported net income, net of tax		4,008				2,875
	Deduct: Total stock-based employee compensation expense under fair value method for all awards, net of tax		(29,829		)		(26,238		)
	Pro forma		$	258,270			$	262,059
Earnings Per Share:
Basic	As reported		$	1.24			$	1.22
	Pro forma		$	1.13			$	1.12
Diluted
	As reported		$	1.22			$	1.20
	Pro forma		$	1.11			$	1.10

84

The following table summarizes the components and classification of stock-based compensation expense in 2006:

	Year Ended December 31,  2006
Stock Options		$	30,022
Restricted Stock Units		$	11,842
Employee Stock Purchase Plan		$	914
Total Stock-Based Compensation Expense		$	42,778
Operating Costs		$	6,728
Selling, & Administrative Expenses		$	36,050
Total Stock-Based Compensation Expense		$	42,778
Tax Benefit on Stock-Based Compensation Expense		$	13,013

The tax benefit realized on stock options exercised and restricted stock issued for the year ended December 31, 2006 was $18,245.

The following table shows the  impact on results of operations for the year ended December 31, 2006 as a result of adopting SFAS 123R instead of continuing to account for share-based awards under APB 25:

	Year Ended December 31, 2006
Reduction in Income from Continuing Operations		$	39,753
Reduction in Income Before Income Taxes		$	39,753
Reduction in Net Income		$	27,804
Reduction in Basic Earnings Per Share		$	0.14
Reduction in Diluted Earnings Per Share		$	0.13

During 2006, realized tax benefits in excess of amounts recognized in the Consolidated Statements of Income equal to $6,509 were recognized as a financing activity rather than an operating activity for purposes of the Consolidated Statement of Cash Flows.

The Company satisfies stock option exercises, vested restricted stock units and ESPP shares with repurchased treasury stock on hand. For further information regarding the Company’s share repurchase programs and shares available for repurchase under such programs, see Note 15.

Note 13.   Income Taxes

Income from continuing operations before provision for income taxes consisted of:

	2006		2005		2004
U.S.	$	277,677	$	293,734	$	248,489
Non-U.S.	171,068		160,519		165,950
	$	448,745	$	454,253	$	414,439

85

The provision (benefit) for income taxes consisted of:

	2006			2005		2004
U.S. Federal and State:
Current	$	84,124		$	133,820	$	69,616
Deferred	(7,546		)	19,880		14,978
	$	76,578		$	153,700	$	84,594
Non-U.S.:
Current	$	47,367		$	11,636	$	46,023
Deferred	9,289			4,826		(1,436		)
	56,656			16,462		44,587
Total	$	133,234		$	170,162	$	129,181

The following table summarizes the significant differences between the U.S. Federal statutory taxes and the Company’s provision for income taxes for consolidated financial statement purposes.

	2006		2005		2004
Tax Expense at Statutory Rate	35.0	%	35.0	%	35.0	%
State and Local Income Taxes, net of Federal Tax Benefit	1.3		1.2		1.1
Impact of Non-U.S. Tax Rates and Credit	(1.2	)	(2.7	)	(3.4	)
AJCA Taxes	—		8.9		—
U.S. Audit Settlements	(3.9	)	—		(3.8	)
Non-U.S. Audit Settlements	—		(6.4	)	—
Pre-Spin Liability	(6.4	)	—		—
Unremitted Earnings	6.2		—		—
Amortization of U.S. Intangibles	(3.1	)	1.0		1.1
Other, net	1.8		0.5		1.2
Total Taxes	29.7	%	37.5	%	31.2	%

In 2006, the Company’s effective tax rate of 29.7% was impacted by approximately $69,200 primarily due to a favorable U.S. partnership audit settlement for the tax years 1998 through 2003 and a favorable U.S. corporate audit settlement of approximately $17,600 for the tax years 2000 through 2003. The effective tax rate was also impacted by approximately $27,650 of tax expense associated with a reorganization of certain non-U.S. subsidiaries, of which approximately $6,200 was incurred in the fourth quarter. Further, approximately $24,900 of tax expense was recorded in 2006 related to disputes between the Company and NMR, on the one hand, and Donnelley and certain of its former affiliates on the other hand, as to the proper interpretation, and allocation, of tax liabilities under the 1996 Spin-Off agreements (see Note 16).

In 2005, the Company’s effective tax rate of 37.5% was reduced compared to 2004 primarily due to a favorable non-U.S. audit settlement of approximately $29,200. The effective tax rate for 2005 was also impacted by $40,600 of tax expense from the repatriation of $647,000 of foreign earnings back to the U.S. during 2005 under the American Jobs Creation Act of 2004 (“AJCA”).

In 2004, the Company’s effective tax rate of 31.2% was decreased by approximately $15,100 primarily due to a favorable partial U.S. audit settlement.

86

The Company’s deferred tax assets (liabilities) are comprised of the following at December 31:

	2006			2005
Deferred Tax Assets:
Non-U.S. Intangibles	$	45,176		$	44,629
Securities and Other Investments	7,135			10,316
Net Operating Losses	33,164			39,537
Equity Compensation	8,648			0
Accrued Liabilities	558			1,322
	94,681			95,804
Valuation Allowance	(21,078		)	(24,193		)
	73,603			71,611
Deferred Tax Liabilities:
Computer Software	(76,673		)	(78,887		)
Undistributed Earnings	(27,650		)	0
Deferred Revenues	(10,529		)	(15,424		)
Employee Benefits	(14,542		)	(10,772		)
Depreciation	(4,095		)	(6,010		)
Other	(11,084		)	(11,105		)
	(144,573		)	(122,198		)
Net Deferred Tax Liability	$	(70,970	)	$	(50,587	)

The 2006 and 2005 net deferred tax liability consists of a current deferred tax asset of $30,995 and $31,849, a non-current deferred tax asset of $38,691 and $48,414, a current deferred tax liability of $7,238 and $8,627, and a non-current deferred tax liability included in Other liabilities of $133,418 and $122,223, respectively. Also included in Other liabilities are certain income tax liabilities of $21,700 deemed to be long-term in nature. See Notes 2 and 16.

The Company has federal, state and local, and non-U.S. tax loss carryforwards, the tax effect of which was $33,164 as of December 31, 2006. Of this amount, $9,772 have an indefinite carryforward period, $324 will expire in 2007 and the remaining $23,068 expire at various times between 2008 and 2026. The Company established a valuation allowance against state and local and non-U.S. net operating losses of $21,078 in 2006, $24,193 in 2005 and $12,382 in 2004, that based on available evidence, are more likely than not to expire before they can be utilized.

Undistributed earnings of non-U.S. subsidiaries aggregated approximately $849,700 at December 31, 2006. As of December 31, 2006, the Company maintained its intention to indefinitely reinvest all but approximately $105,000 of earnings in Switzerland. The Company has accrued approximately $27,650 of tax expense on this amount. Deferred tax liabilities for U.S. federal income taxes have not been recognized for the remaining $744,700 of undistributed earnings. It is not currently practicable to determine the amount of applicable taxes on this amount.

87

Note 14.Commitments

The Company’s contractual obligations include facility leases, agreements to purchase data and telecommunications services, leases of certain computer and other equipment and projected pension and other postretirement benefit plan contributions. At December 31, 2006, the minimum annual payment under these agreements and other contracts that have initial or remaining non-cancelable terms in excess of one year are as listed in the following table:

	Year
	2007		2008		2009		2010		2011		Thereafter		Total
Operating Leases(1)	$	29,845	$	27,198	$	23,818	$	20,785	$	19,662	$	52,689	$	173,997
Data Acquisition and Telecommunication Services(2)	146,530		93,784		65,758		55,205		32,667		3,071		397,015
Computer and Other Equipment Leases(3)	22,522		18,519		9,140		3,718		1,234		879		56,012
Projected Pension and Other Postretirement Benefit Plan Contributions(4)	7,875		—		—		—		—		—		7,875
Long-term Debt(5)	25,463		169,257		18,693		18,693		405,517		451,901		1,089,524
Other Long-term Liabilities reflected on Consolidated Balance Sheet(6)	11,840		11,186		11,831		12,158		12,438		69,221		128,674
Total	$	244,075	$	319,944	$	129,240	$	110,559	$	471,518	$	577,761	$	1,853,097

(1)Rental expense under real estate operating leases for the years 2006, 2005 and 2004 was $26,073, $24,107 and $22,700, respectively.

(2)Expense under data and telecommunications contracts for the years 2006, 2005 and 2004 was $145,082, $139,652 and $137,415, respectively.

(3)Rental expense under computer and other equipment leases for the years 2006, 2005 and 2004 was $23,021, $19,912 and $18,422, respectively. These leases are frequently renegotiated or otherwise changed as advancements in computer technology produce opportunities to lower costs and improve performance.

(4)The Company’s contributions to pension and other postretirement benefit plans for the years 2006, 2005 and 2004 were $17,964, $32,657 and $35,930, respectively. The estimated contribution amount shown for 2007 includes both required and discretionary contributions to funded plans as well as benefit payments from unfunded plans. The majority of the expected contribution shown for 2007 is required.

(5)Amounts represent the principal balance plus estimated interest expense under the Company’s long-term debt (see Note 10).

(6)Includes estimated future funding requirements related to pension and postretirement benefits (see Note 11) and the long-term portions of the 2001 severance, impairment and other charges (see Note 6). As the timing of future cash outflows is uncertain, the following long-term liabilities (and related balances) are excluded from the above table: long-term tax liabilities ($21,700), deferred taxes ($133,417) and other sundry items ($11,530).

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 2006 through 2009. Substantially all of these additional payments will be recorded as goodwill in accordance with “EITF” No. 95-8, “Accounting for

88

Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business Combination.”  As of December 31, 2006, approximately $47,000 had been earned under these contingencies. Based on current estimates, the Company expects that additional contingent payments under these agreements may total approximately $21,000. It is expected that these contingent payments will be resolved within a specified time period after the end of each respective calendar year from 2006 through 2009.

Note 15.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 January 29, 2007, the company purchased 6,135 shares of outstanding Common Stock at an initial cost of approximately $170,000 pursuant to an accelerated share repurchase program (“ASR”). See Note 20.

On December 19, 2006, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. As of December 31, 2006, 10,000 shares remained available for repurchase under the December 2006 program.

On January 25, 2006, the Board of Directors authorized a stock repurchase program to buy up to 30,000 shares. As of December 31, 2006, 6,444 shares remained available for repurchase under the January 2006 program.

On November 16, 2005, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. This program was completed in February 2006 at a total cost of $251,619.

On December 14, 2004, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. This program was completed in January 2006 at a total cost of $242,680.

On February 10, 2004, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. This program was completed in January 2005 at a total cost of $232,770.

On April 15, 2003, the Board of Directors authorized a stock repurchase program to buy up to 10,000 shares. This program was completed in May 2004 at a total cost of $243,520.

During 2006, the Company repurchased approximately 33,931 shares of outstanding Common Stock under these programs at a total cost of $880,407, including the repurchase of 25,000 shares on January 30, 2006 pursuant to an ASR. During 2005, the Company repurchased approximately 10,213 shares of outstanding Common Stock under these programs at a total cost of $246,507. During 2004, the Company repurchased approximately 15,000 shares of outstanding Common Stock under these programs at a total cost of $362,659, including the repurchase of 4,600 shares on January 9, 2004 pursuant to an ASR.

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 2006 and 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 16.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

89

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 Consolidated Financial Statements 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 (the “LLC 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 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”) and now known as Nielsen Media Research, Inc., a subsidiary of The Nielsen Company, formerly known as VNU N.V. (“NMR”) (the “1996 Spin-Off”). The agreements effecting the 1996 Spin-Off allocated tax-related liability with respect to 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 (the “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.

90

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 (tax and interest, net of federal income tax benefit)). 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. The parties are currently engaged in discovery in this arbitration.

The Company accrued approximately $24,900 for the Dutch Partnership Dispute and the remaining disputes in 2006. During 2006, the Company made payments with regard to one of the disputes of approximately $5,900 (including tax and interest, net of federal income tax benefit) related to certain 1995 and 1996 shared state and local legacy tax liabilities. As of December 31, 2006 the Company has a reserve of approximately $20,200 for the remainder of these matters. The Company intends to vigorously defend itself with respect to the Dutch Partnership Dispute and the remaining disputes.

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 $20,300, which amount the Company had reserved in current accrued income taxes payable at December 31, 2006.

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.

Matters Before the Belgian Competition Service

Complaints were filed in 1998 and 1999 against the Company with the Belgian Competition Service (“BCS”) alleging abuse of a dominant position on the Belgian market. In October 1999 and 2000, the Chairman of the Belgian Competition Council (“BCC”) adopted interim measures against the Company, with which the Company complied. In December 2004, the Company received a formal statement of objections alleging that the Company had abused its dominant position on the Belgian market in violation of Article 82 of the EC Treaty and corresponding Belgian law. The Company submitted its comments to the statement of objections in writing to the BCC in February 2005.

In a separate matter, in October 2004, the BCS notified IMS of a request for information in connection with IMS’s acquisition in April 2004 of a competitor in the Belgian market, Source Informatics Belgium S.A. The BCS is investigating whether such acquisition may have violated Article 82 of the EC Treaty and corresponding Belgian law. The Company responded to the request for information in December 2004.

The Company intends to continue to vigorously defend itself in these matters before the Belgian competition authorities. Management of the Company is unable to predict at this time the final outcome of these matters or whether adverse resolutions thereof could materially affect the Company’s results of operations, cash flows or financial position in the period in which such adverse resolution occurs.

91

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 2006 through 2009. Substantially all of these additional payments will be recorded as goodwill in accordance with “EITF” No. 95-8, “Accounting for Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business Combination.”  As of December 31, 2006, approximately $47,000 had been earned under these contingencies. Based on current estimates, the Company expects that additional contingent payments under these agreements may total approximately $21,000. It is expected that these contingent payments will be resolved within a specified time period after the end of each respective calendar year from 2006 through 2009.

Other Tax Contingencies.In addition to the tax items discussed above, the Company has net tax reserves of approximately $25,000 that relate to various positions it has taken on tax returns filed in numerous countries over the last several years. These reserves represent the Company’s best estimate of the probable liability should the tax return positions be challenged by the relevant tax authorities. While the amount is material in the aggregate, no individual item is material and no single event will have a material impact related to these reserves. See Note 13 for additional tax related matters.

Note 17.Merger Costs

In connection with the terminated merger with The Nielsen Company (“Nielsen”), formerly known as VNU N.V., the Company incurred merger costs of $17,928 during 2005 primarily for professional fees. Such fees were expensed as incurred during 2005. In connection with the merger termination agreement, Nielsen agreed to reimburse the Company $15,000 for merger related costs incurred by IMS. This $15,000 has been reflected in Other income (expense), net in the Consolidated Statements of Income for the year ended December 31, 2005, since such reimbursement was not contemplated at the time the fees were incurred.

Additionally, in accordance with the terms of the merger termination agreement, Nielsen was required to pay the Company $45,000 as a result of the acquisition of Nielsen by a private equity group in June 2006. This $45,000 payment was received during 2006 and is reflected in Other income (expense), net in the Consolidated Statements of Income for the year ended December 31, 2006. Furthermore, the Company was required to pay $6,016 during 2006 of investment banker fees and expenses related to the $45,000 payment received, which are included in Merger costs in the Consolidated Statements of Income for the year ended December 31, 2006.

Note 18.   Supplemental Financial Data

ACCOUNTS RECEIVABLE, NET:	At December 31,
	2006			2005
Trade and notes	$	307,440		$	267,992
Less: Allowances	(7,860		)	(7,629		)
Unbilled receivables	67,833			36,939
	$367,413			$	297,302

OTHER CURRENT ASSETS:	At December 31,
	2006		2005
Deferred income taxes	$	30,995	$	31,849
Prepaid expenses	62,382		63,999
Work-in-process inventory	61,912		53,643
Other	13,245		11,274
	$	168,534	$	160,765

92

PROPERTY, PLANT AND EQUIPMENT, NET	At December 31,
	2006			2005			Estimated Useful Lives
Buildings	$	85,406		$	94,492			40–50
Less: Accumulated depreciation	(23,030		)	(28,107		)		years
Machinery and equipment	209,068			204,137				3–12
Less: Accumulated depreciation	(138,878		)	(137,781		)		years
Leasehold improvements, less Accumulated amortization of $19,635 and $14,688, respectively	11,897			10,836
Land	3,727			5,009
	$	148,190		$	148,586

COMPUTER SOFTWARE AND GOODWILL:	External Use Software			Internal Use Software			Goodwill
January 1, 2005	$	166,499		$	63,522		$	302,229
Additions at cost	29,250			57,698			172,456
Amortization	(39,142		)	(27,880		)	—
Other deductions and foreign exchange	(200		)	(8,449		)	(17,679		)
December 31, 2005	$	156,407		$	84,891		$	457,006
Additions at cost	42,732			41,949			41,559
Amortization	(43,297		)	(33,048		)	—
Other deductions and foreign exchange	(3,866		)	9,517			33,045
December 31, 2006	$	151,976		$	103,309		$	531,610

Accumulated amortization of total computer software was $485,205 and $408,007 at December 31, 2006 and 2005, respectively. Accumulated amortization of external use computer software is $196,847 and $153,965 at December 31, 2006 and 2005, respectively.

OTHER ASSETS:	At December 31,
	2006		2005
Long-term pension assets	$	97,279	$	136,742
Long-term deferred tax asset	38,691		48,414
Deferred charges and other intangible assets	105,217		88,881
Other	30,628		25,046
	$	271,815	$	299,083

ACCOUNTS PAYABLE:	At December 31,
	2006		2005
Trade	$	44,596	$	39,270
Taxes other than income taxes	31,478		26,737
Other	5,939		5,730
	$	82,013	$	71,737

ACCRUED AND OTHER CURRENT LIABILITIES:	At December 31,
	2006		2005
Salaries, wages, bonuses and other compensation	$	95,837	$	73,720
Accrued data acquisition costs	61,086		53,749
Accrued severance and other costs	4,845		16,824
Other	94,904		87,182
	$	256,672	$	231,475

OTHER LIABILITIES:	At December 31,
	2006		2005
Long-term tax liability	$	21,700	$	50,300
Deferred tax liability	133,417		122,223
Other	13,032		14,316
	168,149		186,839

93

Note 19.   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, analytics and related services to its customers in more than 100 countries. See Note 1.

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.

Operating Results by Geographic Region

The following represents selected geographic information for the regions in which the Company operates as of and for the years ended December 31, 2006, 2005 and 2004.

	Americas(1)			EMEA(2)		Asia Pacific(3)			Corporate & Other			Total IMS
Year Ended December 31, 2006:
Operating Revenue(4)		$	880,669	$	812,876		$	265,043	—			$	1,958,588
Operating Income (Loss)(5)		$	305,823	$	121,337		$	110,566	$	(93,540	)	$	444,186
Total Assets		$	648,989	$	897,152		$	178,284	$	182,169		$	1,906,594
Year Ended December 31, 2005:
Operating Revenue(4)		$	779,855	$	735,348		$	239,588	—			$	1,754,791
Operating Income (Loss)(5)		$	292,195	$	107,553		$	106,170	$	(85,098	)	$	420,820
Total Assets		$	578,640	$	791,210		$	157,442	$	445,728		$	1,973,020
Year Ended December 31, 2004:
Operating Revenue(4)		$	707,471	$	654,336		$	207,238	—			$	1,569,045
Operating Income (Loss)(5)		$	278,822	$	105,510		$	107,714	$	(105,585	)	$	386,461
Total Assets		$	434,001	$	1,020,115		$	158,206	$	278,384		$	1,890,706

Notes to Geographical Financial Information:

(1)Americas includes the United States, Canada and Latin America. Americas included Operating Revenue in the United States of $716,880, $633,117, and $571,245 in 2006, 2005, and 2004, respectively, and Total Assets of $519,913, $476,320, and $330,479 in 2006, 2005, and 2004, respectively.

(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. For the year ended December 31, 2004, Severance, impairment and other charges of $6,979, $26,908, and $2,132 for the Americas, EMEA, and Asia Pacific, respectively, are presented in Corporate and Other.

94

A summary of the Company’s operating revenue by product line for the years ended December 31, 2006, 2005 and 2004 is presented below:

	Years Ended December 31,
	2006		2005		2004
Sales Force Effectiveness	$	927,161	$	846,505	$	778,942
Portfolio Optimization	555,594		509,075		459,086
Launch, Brand and Other	475,833		399,211		331,017
Operating Revenue	$	1,958,588	$	1,754,791	$	1,569,045

Note 20.   Subsequent Events

On January 29, 2007, the Company purchased 6,135 shares of outstanding Common Stock at an initial cost of approximately $170,000 pursuant to an ASR.  The ASR agreement provides for the final settlement amount to be in 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 the Company an amount. The final settlement amount will increase or decrease based on its share price over the settlement period. The Company funded the ASR through its existing bank credit facilities (see Note 10).

Quarterly Financial Data (Unaudited)

	Three Months Ended(1)
2006	Mar-31		Jun-30		Sep-30		Dec-31		Full Year
(Dollars and shares in thousands, except per share data)
Operating Revenue	$	446,154	$	486,220	$	482,706	$	543,508	$	1,958,588
Operating Costs (exclusive of Depreciation and Amortization)	$	197,917	$	211,872	$	209,178	$	230,692	$	849,659
Operating Income	$	96,736	$	106,326	$	115,389	$	125,736	$	444,187
Net Income(2)	$	118,097	$	62,683	$	69,264	$	65,467	$	315,511
Basic Earnings Per Share of Common Stock: Net Income	$	0.56	$	0.31	$	0.34	$	0.33	$	1.56
Diluted Earnings Per Share of Common Stock: Net Income	$	0.56	$	0.30	$	0.34	$	0.32	$	1.53

	Three Months Ended(1)
2005	Mar-31		Jun-30		Sep-30		Dec-31		Full Year
(Dollars and shares in thousands, except per share data)
Operating Revenue	$	410,984	$	433,282	$	432,796	$	477,729	$	1,754,791
Operating Costs (exclusive of Depreciation and Amortization)	$	180,006	$	185,311	$	195,484	$	198,288	$	759,089
Operating Income	$	96,872	$	103,297	$	102,231	$	118,420	$	420,820
Net Income(3)	$	30,343	$	93,179	$	71,140	$	89,429	$	284,091
Basic Earnings Per Share of Common Stock: Net Income	$	0.13	$	0.41	$	0.31	$	0.39	$	1.24
Diluted Earnings Per Share of Common Stock: Net Income	$	0.13	$	0.41	$	0.30	$	0.38	$	1.22

(1)Refer to Notes 6 and 17 for additional information regarding significant items impacting the Consolidated Statements of Income during 2006 and 2005.

(2)Includes pre-tax $45,000 payment received from Nielsen related to the terminated merger between IMS and Nielsen (see Note 17).

(3)Includes a reimbursement of pre-tax $15,000 from Nielsen in the three months ended December 31, 2005 for costs incurred by the Company related to the terminated merger between IMS and Nielsen (see Note 17).

95

Five-Year Selected Financial Data (Unaudited)

	2006			2005				2004				2003				2002
(Dollars and shares in thousands, except per share data)
Results of Operations:
Operating Revenue	$	1,958,588			$	1,754,791			$	1,569,045			$	1,381,761		$	1,219,440
Costs and expenses(1)	1,514,402				1,333,971				1,182,584				1,020,269			816,417
Operating Income	444,186				420,820				386,461				361,492			403,023
Non-Operating Income (Loss), net(2)	4,559				33,433				27,978				(37,169		)	(24,270		)
Income before provision for income taxes	448,745				454,253				414,439				324,323			378,753
Provision for income taxes	(133,234		)		(170,162		)		(129,181		)		(165,954		)	(114,964		)
TriZetto equity income (loss), net of income taxes	—				—				164				(4,248		)	(873		)
TriZetto impairment charge, net of income taxes(3)	—				—				—				(14,842		)	(26,118		)
Income from continuing operations	315,511				284,091				285,422				139,279			236,798
Income from discontinued operations, net of income taxes(4)	—				—				—				2,779			29,317
Gain on discontinued operations(4)	—				—				—				496,887			—
Net Income	$	315,511			$	284,091			$	285,422			$	638,945		$	266,115
Basic Earnings Per Share of Common Stock:
Income from continuing operations	$	1.56			$	1.24			$	1.22			$	0.57		$	0.83
Income from discontinued operations	$	—			$	—			$	—			$	2.04		$	0.10
Basic Earnings Per Share of Common Stock	$	1.56			$	1.24			$	1.22			$	2.61		$	0.93
Weighted average number of shares outstanding—basic	202,641				228,615				233,199				245,033			285,851
Diluted Earnings Per Share of Common Stock:
Income from continuing operations	$	1.53			$	1.22			$	1.20			$	0.56		$	0.83
Income from discontinued operations	$	—			$	—			$	—			$	2.02		$	0.10
Diluted Earnings Per Share of Common Stock	$	1.53			$	1.22			$	1.20			$	2.58		$	0.93
Weighted average number of shares outstanding—diluted	206,598				232,484				237,705				247,263			286,663
As a % of operating revenue:
Operating Income	22.7		%		24.0		%		24.6		%		26.2		%	33.0		%
Income from continuing operations	16.1		%		16.2		%		18.2		%		10.1		%	19.4		%
Cash dividend declared per Common Stock	$	0.12			$	0.08			$	0.08			$	0.08		$	0.08
Balance Sheet Data:
Shareholders’ Equity	$	33,909			$	415,055			$	255,714			$	189,577		$	222,256
Total Assets	$	1,906,594			$	1,973,020			$	1,890,706			$	1,644,338		$	1,618,528
Postretirement and postemployment benefits	$	85,846			$	110,782			$	99,899			$	86,920		$	73,813
Long-term debt and other liabilities	$	1,143,555			$	798,270			$	878,996			$	429,363		$	432,894

96

(1)2006 and 2005 include merger costs of $6,016 and $17,928, respectively  related to the terminated merger with Nielsen (see Note 17). 2004 includes charges related to Severance, impairment and other charges of $36,890. 2003 includes charges related to Severance, impairment and other charges of $37,220. Refer to Notes 6, 8, and 17 for additional information regarding significant items impacting the Consolidated Statements of Income during the three years ended December 31, 2006.

(2)2006 and 2005 include pre-tax payments received from Nielsen of $45,000 and $15,000, respectively, related to the terminated merger (see Note 17). 2004 includes a gain from the sale of TriZetto shares of $38,803, gains (losses) from investments, net of $11,892 and the SAB No. 51 loss related to issuance of investees’ stock of $184. 2003 includes gains (losses) from investments, net of $258 and the SAB No. 51 loss related to issuance of investees’ stock of $420. 2002 includes gains (losses) from investments, net of $7,268 and the SAB No. 51 loss related to issuance of investees’ stock of $951. 2001 includes loss on Gartner shares of $84,880, gains (losses) from investments, net of $(25,687) and the SAB No. 51 loss related to issuance of investees’ stock of $6,679. Refer to Notes 4, 8, 9 and 17 for additional information regarding significant items impacting the Consolidated Statements of Income during the three years ended December 31, 2006.

(3)TriZetto impairment charge, net of income taxes includes taxes of $9,565 and $16,832 in 2003 and 2002, respectively (See Note 8).

(4)Income from discontinued operations, net of income taxes includes a tax provision of $1,237 and $15,440 for 2003 and 2002, respectively.

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

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. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company’s disclosure controls and procedures are designed to do. Thus, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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 December 31, 2006 (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

97

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.

DESIGN AND EVALUATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Pursuant to Section 404 of the Sarbanes Oxley Act of 2002, we included a report of our management’s assessment of the design and effectiveness of our internal controls as part of this Annual Report on Form 10-K for the year ended December 31, 2006. Our independent registered public accounting firm also attested to, and reported on, our management’s assessment of the effectiveness of internal control over financial reporting. Our management’s report and our independent registered public accounting firm’s attestation report are set forth in Part II, Item 8 of this Annual Report on Form 10-K under the captions entitled “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”

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.

Item 9B.   Other Information

Not applicable.

98

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

Information about our directors and nominees in response to this Item, including information relating to our audit committee and audit committee financial expert, will be set forth in the section entitled “Proposal No. 1: Election of Directors” in our Definitive Proxy Statement (the “2007 Proxy Statement”) relating to our Annual Meeting of Shareholders to be held on May 4, 2007, which information is incorporated herein by reference. Information about the Company’s executive officers is set forth in the section entitled “Executive Officers of the Registrant” on pages 17 through 19 of this Annual Report on Form 10-K.

Information about the filing of reports by our directors, executive officers and 10% stockholders under Section 16(a) of the Exchange Act will be set forth under the section “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2007 Proxy Statement. Information relating to our Code of Ethics for Principal Executive Officer and Senior Financial Officers is set forth in Part I, Item 1 of this Annual Report on Form 10-K.

Item 11.   Executive Compensation

Information in response to this Item will be set forth in the sections entitled “Proposal No. 1: Election of Directors” and “Compensation of Executive Officers” in our 2007 Proxy Statement, which information is incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information in response to Item 403 of Regulation S-K will be set forth in the section entitled “Security Ownership of Management and Principal Shareholders” in our 2007 Proxy Statement, which information is incorporated herein by reference.

The following table provides information as of December 31, 2006, regarding certain outstanding awards and shares remaining available for future issuance under our compensation plans under which equity securities are authorized for issuance (excluding 401(k) plans, ESOPs and similar tax-qualified plans):

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(2)(a)			Weighted-average exercise price of outstanding options, warrants and rights (3)(b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(4)(c)
Equity compensation plans approved by security holders		19,463,407	(1)		$	23.66		12,374,825
Equity compensation plans not approved by security holders		4,026,425			22.44			1,682,994
Total		23,489,832			$	23.43		14,057,819

(1)The number of securities to be issued includes 64,068 shares issuable for achievement of the target level of performance under our Long Term Incentive Plan (the “LTIP”) for the performance cycle ending December 31, 2007. Up to 64,087 additional shares would be issuable for that LTIP performance cycle if the maximum performance were achieved (with a corresponding reduction in the number of share remaining available in column (c) of this row). Although not reflected in the table, we are committed to issue shares to three executive officers upon completion of the performance cycle

99

ending December 31, 2007 with targeted value of $3,353,000 and a maximum value of $6,706,000, depending on the level of performance achieved, with the number of shares issuable to be determined based on the fair market value of shares at the end of the performance cycle.

(2)For programs providing for variable levels of earning of shares over performance periods ending December 31, 2006, the number of shares shown in this column is based on the actual number earned by performance through December 31, 2006.

(3)Weighted-average exercise price is calculated only for options and stock appreciation rights that have an exercise price. Thus, deferred stock and similar full-value awards which are treated as outstanding “rights” for purposes of column (a) of this Table but which have no exercise price, are not included in the calculation of weighted-average exercise price. Restricted stock is not considered a “righ,t” because actual shares are issued at the grant date, subject to a risk of forfeiture and restrictions on transferability.

(4)Of the shares remaining available for future issuance, the numbers of shares that may be issued  under our plans at December 31, 2006, were as follows: 1998 Employees’ Stock Incentive Plan, 10,101,140 shares; 2000 Stock Incentive Plan,1,682,994 shares; and 1998 Non-Employee Directors’ Stock Incentive Plan, 218,513 shares. All of these shares are available for issuance as “full-value” awards, which includes restricted stock, restricted stock units, stock granted as a bonus, as well as stock options and stock appreciation rights. Of the shares remaining available for future issuance, 2,055,172 shares remain available under the Company’s Employee Stock Purchase Plan, a stock purchase plan meeting the requirements of Section 423 of the Internal Revenue Code.

Our equity compensation plans that have not been approved by our shareholders are the 2000 Stock Incentive Plan and certain shares authorized for grant under the 1998 Non-Employee Directors’ Stock Incentive Plan. Set forth below is a description of the material features of these plans:

The 2000 Stock Incentive Plan provides for the grant of options and other equity awards to employees, excluding executive officers and directors. The Board of Directors adopted the Plan in 2000. Grants under the Plan are determined, and the Plan is administered by the Human Resources Committee of the Board of Directors (the “Committee”) and certain officers to whom the Committee has delegated authority. The features of the Plan are similar to those of the 1998 Employees’ Stock Incentive Plan, authorizing grants of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, and other stock-based awards. The Committee sets vesting terms of awards at grant; in some cases options or awards may vest upon the achievement of pre-set performance goals. To date, we have granted primarily options and restricted stock units under the Plan. Options must have an exercise price of at least 100% of the fair market value of the Common Stock on the grant date, and a term not exceeding ten years. Upon termination of employment, unvested options generally are forfeited and vested options expire 90 days after termination, except terms that are more favorable apply in the case of death, disability and retirement or as determined by the Committee. The exercise price may be paid in cash or by surrender of previously acquired shares. Restricted stock units granted under the Plan are settled by delivery of shares, and generally have been subject to a risk of forfeiture upon termination of employment for a period of one to four years, except more favorable terms apply to termination due to death, disability or retirement. Holders of restricted stock units are entitled to dividend equivalents payable in cash upon vesting. The Committee has specified that certain awards under the Plan will become vested upon a change in control of IMS.

The 1998 Non-Employee Directors’ Stock Incentive Plan currently provides for the grant of options and restricted stock to non-employee directors. Under Securities and Exchange Commission rules governing the above table, the Plan is considered approved by security holders but was amended by the Board of Directors to add 226,678 shares in 2000. Grants under the Plan

100

are determined, and the Plan is administered by, the Human Resources Committee of the Board of Directors, subject to the review and approval of the full Board of Directors. Options must have an exercise price of at least 100% of the fair market value of the Common Stock on the grant date, and a term not exceeding ten years. The Committee sets vesting terms of awards at grant. Upon termination of service as a director, unvested options generally are forfeited and vested options expire 90 days after termination, except more favorable terms, including non-forfeiture of unvested options, apply in the case of death, disability and retirement or as determined by the Committee. The exercise price may be paid in cash or by surrender of previously acquired shares. Restricted stock granted under the Plan is subject to a risk of forfeiture upon termination of service as a director, except in the case of death or disability or as otherwise determined by the Committee, for a period specified by the Committee.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

Not applicable.

Item 14.   Principal Accountant Fees and Services

Information in response to this item will be set forth in the section entitled “Proposal No. 2: Appointment of and Relationship with Independent Registered Public Accounting Firm” in our 2007 Proxy Statement, which information is incorporated herein by reference.

101

PART IV

Item 15.   Exhibits and Financial Statement Schedule

(a)                  List of documents filed as part of this report.

(1)          Consolidated Financial Statements.

See Index to Consolidated Financial Statements and Financial Statement Schedule on page 104 and in Part II, Item 8 of this Annual Report on Form 10-K.

(2)          Consolidated Financial Statement Schedule.

See Index to Consolidated Financial Statements and Financial Statement Schedule on page 104 and in Part II, Item 8 of this Annual Report on Form 10-K.

(3)          Other Financial Information.

Five-Year Selected Financial Data. See Index to Consolidated Financial Statements and Financial Statement Schedule on page 96 and in Part II, Item 8 of this Annual Report on Form 10-K.

(b)                 Exhibits.

See Index to Exhibits on pages 106 to 117 of this Annual Report on Form 10-K, which indicates which Exhibits are management contracts or compensatory plans required to be filed as Exhibits.

(c)                  Financial Statement Schedule.

See Index to Consolidated Financial Statements and Financial Statement Schedule on page 104 and in Part II, Item 8 of this Annual Report on Form 10-K.

102

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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

(Registrant)

By: /s/ DAVID R. CARLUCCI

David R. Carlucci

Chairman, Chief Executive Officer and President

Date: February 26, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

/s/ DAVID R. CARLUCCI	Chairman, Chief Executive Officer, President and Director
David R. Carlucci	(principal executive officer)
/s/ LESLYE G. KATZ	Senior Vice President and Chief Financial Officer
Leslye G. Katz	(principal financial officer)
/s/ HARSHAN BHANGDIA	Vice President and Controller
Harshan Bhangdia	(principal accounting officer)
/s/ CONSTANTINE L. CLEMENTE
Constantine L. Clemente	Director
/s/ JAMES D. EDWARDS
James D. Edwards	Director
/s/ KATHRYN E. GIUSTI
Kathryn E. Giusti	Director
/s/ JOHN P. IMLAY, JR.
John P. Imlay, Jr.	Director
/s/ ROBERT J. KAMERSCHEN
Robert J. Kamerschen	Director
/s/ H. EUGENE LOCKHART
H. Eugene Lockhart	Director
/s/ M. BERNARD PUCKETT
M. Bernard Puckett	Director
/s/ WILLIAM C. VAN FAASEN
William C. Van Faasen	Director
/s/ BRET W. WISE
Bret W. Wise	Director

Date: February 26, 2007

103

Index to Consolidated Financial Statements and Financial Statement Schedule

	Page No.
Statement of Management’s Responsibility for Financial Statements	47
Management’s Report on Internal Control Over Financial Reporting	48
Report of Independent Registered Public Accounting Firm	49
FINANCIAL STATEMENTS:
As of December 31, 2006 and 2005:
Consolidated Statements of Financial Position	51
For the years ended December 31, 2006, 2005 and 2004:
Consolidated Statements of Income	52
Consolidated Statements of Cash Flows	53
Consolidated Statements of Shareholders’ Equity	55
Notes to Consolidated Financial Statements	58
OTHER FINANCIAL INFORMATION:
Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Quarterly Financial Data (Unaudited) for the years ended December 31, 2006 and 2005	95
Five-Year Selected Financial Data (Unaudited)	96
FINANCIAL STATEMENT SCHEDULE:
Schedule II. Valuation and Qualifying Accounts for the years ended December 31, 2006, 2005 and 2004	105
OTHER:
IMS Health Incorporated and Subsidiaries	Exhibit 21

Schedules other than the one listed above are omitted as not required or inapplicable or because the required information is provided in the consolidated financial statements, including the notes thereto.

104

IMS Health Incorporated and Subsidiaries

Schedule II—Valuation and Qualifying Accounts
For the years ended December 31, 2006, 2005 and 2004

COL. A	COL. B			COL. C								COL. D				COL. E
				Additions
Description	Balance Beginning of Period			Charged to Costs and Expenses				Charged to Other Accounts				Deductions				Balance at End of Period
	(In thousands)
Allowance for accounts receivable:
For the Year Ended December 31, 2006		$	7,629		$	1,993			$	339	(a)		$	2,101	(b)		$	7,860
For the Year Ended December 31, 2005		$	8,270		$	6,507			$	2,774	(a)		$	9,922	(b)		$	7,629
For the Year Ended December 31, 2004		$	4,429		$	3,997			$	6,617	(a)		$	6,773	(b)		$	8,270
Valuation allowance deferred income taxes:
For the Year Ended December 31, 2006		$	24,193		$	130	(c)		$	—			$	3,245			$	21,078
For the Year Ended December 31, 2005		$	12,382		$	10,272	(c)		$	2,029	(d)		$	490			$	24,193
For the Year Ended December 31, 2004		$	9,146		$	3,395	(c)		$	—			$	159			$	12,382

Notes:

(a)Amounts represent estimated customer credits which were recorded as a reduction to revenue at the time of revenue recognition.

(b)The charge-off of uncollectible accounts and issuance of credits for which a reserve was provided in prior periods.

(c)Valuation allowances on assets related to additional Net Operating Losses created during the year where, based on available evidence, it is more likely than not that such assets will not be realized.

(d)Includes valuation allowance for Pharmetrics Net Operating Losses acquired in 2005.

105

Index to Exhibits

Regulation S-K Exhibit  Number	Description
3	Articles of Incorporation and By-laws
	.1	Restated Certificate of Incorporation of IMS Health Incorporated dated May 29, 1998 (incorporated by reference to Exhibit 3.1 to Registrant’s Registration Statement on Form 10 filed on June 12, 1998).
	.2	Certificate of Amendment of Restated Certificate of Incorporation of IMS Health Incorporated dated March 22, 1999 (incorporated by reference to Exhibit 3.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 filed on May 17, 1999).
	.3	Second Amended and Restated By-Laws of IMS Health Incorporated (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on December 21, 2006).
4	Instruments Defining Rights of Security Holders, Including Indentures
	.1	Rights Agreement dated as of June 15, 1998 between IMS Health Incorporated and First Chicago Trust Company of New York (incorporated by reference to Exhibit 10.20 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).
	.2	Amendment No. 1 to the Rights Agreement dated as of March 28, 2000 between IMS Health Incorporated and First Chicago Trust Company of New York (incorporated by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed on May 15, 2000).
	.3	Amendment No. 2 to the Rights Agreement dated as of July 18, 2000 between IMS Health Incorporated and First Chicago Trust Company of New York (incorporated by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 filed on November 13, 2000).
	.4	Amendment No. 3, dated July 10, 2005, to the Rights Agreement, dated as of June 15, 1998 between IMS Health Incorporated and First Chicago Trust Company of New York (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on July 11, 2005).
	.5	Amendment No. 4, dated February 16, 2006, to the Rights Agreement, dated as of June 15, 1998 between IMS Health Incorporated and First Chicago Trust Company of New York (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on February 17, 2006).
	.6	Note Purchase Agreement dated as of January 15, 2003, between IMS Health Incorporated and each purchaser party thereto relating to the issuance and sale of $150,000,000 aggregate principal amount of 4.60% Senior Notes due 2008 (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 14, 2003).

106

	.7		First Amendment dated as of August 26, 2005 to the Note Purchase Agreement dated as of January 15, 2003, among IMS Health Incorporated and each purchaser party thereto relating to the issuance and sale of $150,000,000 aggregate principal amount of 4.60% Senior Notes due 2008 (incorporated by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 filed on November 2, 2005).
	.8		Second Amendment dated as of December 15, 2006 to Note Purchase Agreement dated as of January 15, 2003, among IMS Health Incorporated and each purchaser party thereto relating to the issuance and sale of $150,000,000 aggregate principal amount of 4.60% Senior Notes due 2008 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on December 21, 2006).
	.9		Master Note Purchase Agreement, dated January 27, 2006, among IMS Japan K.K., IMS Health Incorporated, AIG Edison Life Insurance Company, American General Life and Accident Insurance Company, AIG Annuity Insurance Company, American General Life Insurance Company, Metropolitan Life Insurance Company, The Travelers Insurance Company, Monumental Life Insurance Company, Transamerica Life Insurance Company, New York Life Insurance Company and New York Life Insurance and Annuity Corporation (incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed on February 1, 2006).
	.10		Master Note Purchase Agreement, dated April 27, 2006, among IMS Health Incorporated, The Northwestern Mutual Life Insurance Company, The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account, Metropolitan Life Insurance Company, MetLife Investors Insurance Company, MetLife Investors USA Insurance Company and The Travelers Life and Annuity Reinsurance Company (incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed on May 2, 2006).
10	Material Contracts
	.1	Distribution Agreement between Cognizant Corporation and IMS Health Incorporated, dated as of June 30, 1998 (incorporated by reference to Exhibit 10.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).
	.2	Tax Allocation Agreement between Cognizant Corporation and IMS Health Incorporated, dated as of June 30, 1998 (incorporated by reference to Exhibit 10.2 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).
	.3	Employee Benefits Agreement between Cognizant Corporation and IMS Health Incorporated, dated as of June 30, 1998 (incorporated by reference to Exhibit 10.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).

107

.4	Amended and Restated Transition Services Agreement among The Dun & Bradstreet Corporation, The New Dun & Bradstreet Corporation, Cognizant Corporation, IMS Health Incorporated, ACNielsen Corporation and Gartner, Inc. (p.k.a. Gartner Group Inc.), dated as of June 30, 1998 (incorporated by reference to Exhibit 10.4 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).
.5	Eighth Amended and Restated Agreement of Limited Partnership of IMS Health Licensing Associates, L.P., among IMS AG, Coordinated Systems Management, Inc., Utrecht-America Finance Co. and Edam, L.L.C., dated as of July 1, 2003 (incorporated by reference to Exhibit 10.5 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 15, 2005).
.6	Agreement of Limited Liability Company of IMS Health Licensing Associates, L.L.C. by and among IMS Health Incorporated, Coordinated Management Systems, Inc., IMS AG, Utrecht-America Finance Co. and Edam, L.L.C., dated as of March 17, 2005 (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 filed on May 6, 2005).
.7	Amended and Restated Agreement of Limited Liability Company of IMS Health Licensing Associates, L.L.C. by and among IMS Health Incorporated, Coordinated Management Systems, Inc., IMS AG, Utrecht-America Finance Co. and Edam, L.L.C., dated as of July 1, 2006 (incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed on July 6, 2006).
.8	Second Amended and Restated IMS Health Guaranty made by IMS Health Incorporated in favor of Utrecht-America Finance Co. and Edam, L.L.C., dated as of July 1, 2003 (incorporated by reference to Exhibit 10.6 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 15, 2005).
.9	Third Amended and Restated IMS Health Guaranty by IMS Health Incorporated in favor of Utrecht-America Finance Co. and Edam, LLC, effective as of March 17, 2005 (incorporated by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 filed on May 6, 2005).
.10	Fourth Amended and Restated IMS Health Guaranty made by IMS Health Incorporated in favor of Utrecht-America Finance Co. and Edam, L.L.C., dated as of July 1, 2006 (incorporated by reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed on July 6, 2006).
.11	Undertaking of IMS Health Incorporated, dated June 30, 1998 (incorporated by reference to Exhibit 10.25 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).

108

.11.1	Distribution Agreement among R.H. Donnelley Corporation (p.k.a. The Dun & Bradstreet Corporation), Cognizant Corporation and ACNielsen Corporation, dated as of October 28, 1996 (incorporated by reference to Exhibit 10(x) to the Annual Report on Form 10-K of R.H. Donnelley Corporation (p.k.a. The Dun & Bradstreet Corporation) for the year ended December 31, 1996 filed on March 27, 1997).
.11.2	Tax Allocation Agreement among R.H. Donnelley Corporation (p.k.a. The Dun & Bradstreet Corporation), Cognizant Corporation and ACNielsen Corporation, dated as of October 28, 1996 (incorporated by reference to Exhibit 10(y) to the Annual Report on Form 10-K of R.H. Donnelley Corporation (p.k.a. The Dun & Bradstreet Corporation) for the year ended December 31, 1996 filed on March 27, 1997).
.11.3	Employee Benefits Agreement among R.H. Donnelley Corporation (p.k.a. The Dun & Bradstreet Corporation), Cognizant Corporation and ACNielsen Corporation, dated as of October 28, 1996 (incorporated by reference to Exhibit 10(z) to the Annual Report on Form 10-K of R.H. Donnelley Corporation (p.k.a. The Dun & Bradstreet Corporation) for the year ended December 31, 1996 filed on March 27, 1997).
.11.4	Amended and Restated Indemnity and Joint Defense Agreement among VNU N.V., VNU Inc., AC Nielsen Corporation, Neilsen Media Research Inc., R.H. Donnelley Corporation, The Dun & Bradstreet Corporation, Moody’s Corporation and IMS Health Incorporated, dated July 30, (incorporated by reference to Exhibit 10.1 the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed on August 3, 2004).
.12	Distribution Agreement between IMS Health Incorporated and Gartner, Inc. (p.k.a. Gartner Group Inc.), dated as of June 17, 1999 (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 filed on August 10, 1999).
.13	Distribution Agreement between IMS Health Incorporated and Synavant Inc., dated August 31, 2000 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed September 15, 2000).
.14	Tax Allocation Agreement between IMS Health Incorporated and Synavant Inc. dated August 31, 2000 (incorporated by reference to Exhibit 2.4 to the Registrant’s Current Report on Form 8-K filed September 15, 2000).
.15	Employee Benefits Agreement between IMS Health Incorporated and Synavant Inc. dated August 31, 2000 (incorporated by reference to Exhibit 2.5 to the Registrant’s Current Report on Form 8-K filed September 15, 2000).
.16	Distribution Agreement between IMS Health Incorporated and Cognizant Technology Solutions Corporation dated January 7, 2003 (incorporated by reference to Exhibit 10.13 to the Amendment No. 2 to Form S-4 Registration Statement of Cognizant Technology Solutions Corporation filed on January 9, 2003).

109

.17	1998 IMS Health Incorporated Replacement Plan for Certain Non-Employee Directors Holding Cognizant Corporation Equity-Based Awards, as adopted effective July 1, 1998 (incorporated by reference to Exhibit 10.9 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).*
.18	1998 IMS Health Incorporated Non-Employee Directors’ Stock Incentive Plan, as amended on July 25, 2000 and restated to reflect such amendment (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8 filed on July 14, 2003).*
.19	1998 IMS Health Incorporated Non-Employee Directors’ Stock Incentive Plan, as amended and restated through December 13, 2005. (incorporated by reference to Exhibit 10.17 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 filed on February 21, 2006).*
.20	Form of Non-Employee Directors’ Stock Option Agreement (incorporated by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).*
.21	Form of Non-Employee Directors’ Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 5, 2004).*
.22	Form of Non-Employee Directors’ Restricted Stock Agreement (incorporated by reference to Exhibit 10.11 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).*
.23	Form of Non-Employee Directors’ Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 5, 2004).*
.24	Form of Non-Employee Directors’ Restricted Stock Unit Agreement.*†
.25	1998 IMS Health Incorporated Non-Employee Directors’ Deferred Compensation Plan (As amended and restated through August 1, 2002) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 filed on November 14, 2002).*
.26	1998 IMS Health Incorporated Non-Employee Directors’ Deferred Compensation Plan (As amended and restated through January 27, 2006) (incorporated by reference to Exhibit 10.23 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 filed on February 21, 2006).*
.27	Summary Sheet for Non-Employee Director Remuneration as in effect at February 16, 2006 (incorporated by reference to Exhibit 10.24 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 filed on February 21, 2006).*

110

.28	Summary Sheet for Non-Employee Director Remuneration as in effect at April 18, 2006 (incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 filed on May 5, 2006).*
.29	Summary Sheet for Non-Employee Director Remuneration as in effect at December 19, 2006.*†
.30	1998 IMS Health Incorporated Replacement Plan for Certain Employees Holding Cognizant Corporation Equity-Based Awards, as adopted effective July 1, 1998 (incorporated by reference to Exhibit 10.8 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).*
.31	1998 IMS Health Incorporated Employees’ Stock Incentive Plan (As amended and restated effective May 2, 2003) (incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 filed on March 10, 2004).*
.32	1998 IMS Health Incorporated Employees’ Stock Incentive Plan (As amended and restated effective May 5, 2006) (incorporated by reference to Appendix B to Registrant’s Proxy Statement on Schedule 14A for the 2006 Annual Meeting of Shareholders, File No. 001-14049).*
.33	IMS Health Incorporated 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report of Form S-8 filed January 16, 2001).*
.34	Form of Employees’ Stock Option Agreements (incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).*
.35	Forms A, B and C of Employees’ Stock Option Agreements (incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 5, 2004).*
.36	Form of Purchased Option Agreement (incorporated by reference to Exhibit 10.14 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).*
.37	Form of Employees’ Restricted Stock Unit Agreements (incorporated by reference to Exhibit 10.12 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).*
.38	Forms A and B of Employees’ Restricted Stock Unit Agreements (incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 5, 2004).*
.39	Forms A, B and C of Employees’ Restricted Stock Unit Agreements.*†

111

.40	Forms of Change-in-Control Agreement for Certain Executives of IMS Health Incorporated (incorporated by reference to Exhibit 10.15 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 filed on March 10, 2004).*
.41	Forms of Change-in-Control Agreement for Certain Executives of IMS Health Incorporated. *†
.42	Amended and Restated IMS Health Incorporated Employee Protection Plan, effective March 9, 2005 (incorporated by reference to Exhibit 10.29 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 15, 2005).*
.43	IMS Health Incorporated Executive Annual Incentive Plan, as adopted effective July 1, 1998 (incorporated by reference to Exhibit 10.17 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).*
.43.1	Summary of 2005 Performance Goals And Award Opportunities under the IMS Health Incorporated Executive Annual Incentive Plan and Performance Restricted Stock Incentive Plan (incorporated by reference to Exhibit 10.30.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 15, 2005).*
.43.2	Summary of 2006 Performance Goals And Award Opportunities under the IMS Health Incorporated Executive Annual Incentive Plan and Performance Restricted Stock Incentive Plan (incorporated by reference to Exhibit 10.35.2 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 filed on February 21, 2006).*
.44	IMS Health Incorporated Long-Term Incentive Program (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2001).*
.44.1	Exhibit A to the IMS Health Incorporated Long-Term Incentive Program—Designation of 2005-06 Performance Period, Performance Goal, And Award Opportunities (incorporated by reference to Exhibit 10.31.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 15, 2005).*
.44.2	Exhibit A to the IMS Health Incorporated Long-Term Incentive Program—Designation of 2006-07 Performance Period, Performance Goal, And Award Opportunities (incorporated by reference to Exhibit 10.36.2 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 filed on February 21, 2006).*
.45	IMS Health Incorporated Supplemental Executive Retirement Plan (As amended and restated effective April 17, 2001) (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 21, 2002).*

112

.45.1	First Amendment to the IMS Health Incorporated Supplemental Executive Retirement Plan (As amended and restated effective April 17, 2001) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 filed on August 5, 2003).*
.45.2	IMS Health Incorporated Supplemental Executive Retirement Plan (As amended and restated effective as of January 1, 2005).*†
.46	IMS Health Incorporated Retirement Excess Plan, as adopted effective July 1, 1998 (incorporated by reference to Exhibit 10.19 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).*
.46.1	First Amendment to the IMS Health Incorporated Retirement Excess Plan, dated September 1, 1999 (incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed on November 15, 1999).*
.46.2	IMS Health Incorporated Retirement Excess Plan (As amended and restated effective as of January 1, 2005).*†
.47	IMS Health Incorporated Savings Equalization Plan, as adopted effective July 1, 1998 (incorporated by reference to Exhibit 10.21 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 filed on March 1, 1999).*
.47.1	First Amendment to the IMS Health Incorporated Savings Equalization Plan, dated September 1, 1999 (incorporated by reference to Exhibit 10.8 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed on November 15, 1999).*
.47.2	Second Amendment to the IMS Health Incorporated Savings Equalization Plan, dated October 1, 1999 (incorporated by reference to Exhibit 10.31 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 filed on March 17, 2000).*
.47.3	IMS Health Incorporated Savings Equalization Plan (As amended and restated effective as of January 1, 2005).*†
.48	IMS Health Incorporated Executive Deferred Compensation Plan, (As amended and restated effective August 1, 2002) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 filed on November 14, 2002).*
.48.1	Selected portions of the Prospectus Supplement, dated September 27, 1999 setting forth certain terms and conditions of the Executive Deferred Compensation Plan for U.S. employees (incorporated by reference to Exhibit 10.4.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed on November 15, 1999).*
.48.2	Selected portions of the Private Placement Memorandum, dated September 27, 1999 setting forth certain terms and conditions of the Executive Deferred Compensation Plan for U.S. employees (incorporated by reference to Exhibit 10.4.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 filed on November 15, 1999).*

113

.49	IMS Health European Deferred Compensation Plan, dated December 1, 1999 (incorporated by reference to Exhibit 10.31 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 filed on March 17, 2000).*
.50	IMS Health Incorporated U.S. Executive Retirement Plan (As amended and restated effective April 17, 2001) (incorporated by reference to Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 21, 2002).*
.50.1	First Amendment to the IMS Health Incorporated U.S. Executive Retirement Plan (As amended and restated effective April 17, 2001) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 filed on August 5, 2003).*
.50.2	IMS Health Incorporated U.S. Executive Retirement Plan (As amended and restated effective as of January 1, 2005).*†
.51	IMS Health Incorporated Executive Pension Plan effective as of April 17, 2001 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 filed on August 5, 2003).*
.51.1	IMS Health Incorporated Executive Pension Plan (As amended and restated effective as of January 1, 2005). *†
.52	Amended and Restated Employment Agreement by and between IMS Health Incorporated and Robert E. Weissman, dated as of January 1, 2000 (incorporated by reference to Exhibit 10.22 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 filed on March 17, 2000).*
.52.1	Amended and Restated Amendment dated as of January 15, 2001 to the Amended and Restated Employment Agreement by and between IMS Health Incorporated and Robert E. Weissman, dated as of January 1, 2000 (incorporated by reference to Exhibit 10.42 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 filed on March 30, 2001).*
.53	Amended and Restated Employment Agreement by and between IMS Health Incorporated and Victoria R. Fash, dated as of January 1, 2000 (incorporated by reference to Exhibit 10.23 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 filed on March 17, 2000).*
.53.1	Amended and Restated Amendment dated as of January 15, 2001 to the Amended and Restated Employment Agreement by and between IMS Health Incorporated and Victoria R. Fash, dated as of January 1, 2000 (incorporated by reference to Exhibit 10.43 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 filed on March 30, 2001).*
.54	Amended and Restated Employment Agreement by and between IMS Health Incorporated and David M. Thomas effective as of January 1, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 18, 2005).*

114

.54.1	Amendment dated December 19, 2006 to the Employment Agreement by and between IMS Health Incorporated and David M. Thomas effective as of January 1. 2005.*†
.55	Employment Agreement by and between IMS Health Incorporated and Gilles Pajot effective as of November 14, 2000 (incorporated by reference to Exhibit 10.45 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 filed on March 30, 2001).*
.55.1	Employment Agreement by and between IMS Health Incorporated and Gilles Pajot as amended and restated at February 16, 2006 (incorporated by reference to Exhibit 10.47.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 filed on February 21, 2006).*
.55.2	Employment Agreement by and between IMS Health Incorporated and Gilles Pajot effective May 7, 2006.*†
.55.3	Restricted Stock Unit Agreement by and between IMS Health Incorporated and Gilles Pajot dated as of January 3, 2006 but executed on February 16, 2006 (incorporated by reference to Exhibit 10.47.2 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 filed on February 21, 2006).*
.56	Employment Agreement by and between IMS Health Incorporated and James C. Malone effective as of November 14, 2000 (incorporated by reference to Exhibit 10.46 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 filed on March 30, 2001).*
.57	Amended and Restated Employment Agreement by and between IMS Health Incorporated and Robert H. Steinfeld effective as of February 11, 2003 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 filed on August 5, 2003).*
.57.1	First Amendment, effective as of January 1, 2005, to the Employment Agreement between IMS Health Incorporated and Robert H. Steinfeld effective as of February 11, 2003.*†
.57.2	First Amendment to the Change-in-Control Agreement for Robert H. Steinfeld, effective as of January 1, 2007.*†
.58	Amended and Restated Employment Agreement by and between IMS Health Incorporated and David R. Carlucci effective as of January 1, 2005 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 18, 2005).*
.58.1	Employment Agreement by and between IMS Health Incorporated and David R. Carlucci as amended and restated at February 16, 2006 (incorporated by reference to Exhibit 10.50.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 filed on February 21, 2006).*
.58.2	First Amendment, effective as of January 1, 2005, to the Employment Agreement between IMS Health Incorporated and David R. Carlucci as amended and restated at February 16, 2006.*†

115

.59	Amended and Restated Employee Agreement by and between IMS Health Incorporated and Nancy E. Cooper effective as of February 11, 2003 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 filed on August 5, 2003).*
.60	Amended and Restated Credit Agreement among IMS Health Incorporated as a Borrower, IMS AG as a Borrower, IMS Japan K.K., as a Borrower, The Lenders Parties Hereto, Wachovia Bank, National Association, as Administrative Agent, Barclays Bank PLC and ABN Amro Bank N.V., as Co-Syndication Agents, and Suntrust Bank and Fortis Capital Corp, as Co-Documentation Agents dated March 9, 2005 (incorporated by reference to Exhibit 10.47 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 15, 2005).
.61	First Amendment executed on July 18, 2005 and effective as of June 17, 2005 to the Amended and Restated Credit Agreement among IMS Health Incorporated as a Borrower, IMS AG as a Borrower, IMS Japan K.K. as a Borrower, The Lenders Parties Thereto, Wachovia Bank, National Association, as Administrative Agent, Barclays Bank PLC and ABN Amro Bank N.V., as Co-Syndication Agents, and Suntrust Bank and Fortis Capital Corp, as Co-Documentation Agents dated April 5, 2004 (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 filed on November 2, 2005).
.62	Share Purchase Agreement, dated as of December 21, 2004, by and between IMS Health Incorporated and The TriZetto Group, Inc. (filed as Exhibit F to IMS’s Amendment No. 4 to Schedule 13D filed on December 22, 2004 with respect to the TriZetto Common Stock).
.63	Agreement and Plan of Merger, dated as of July 10, 2005, among IMS Health Incorporated, VNU N.V., Isaac Holding Corp. and Isaac Acquisition Corp. (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on July 11, 2005).
.64	Letter Agreement, dated November 16, 2005, among IMS Health Incorporated, VNU N.V. and Isaac Acquisition Corp. (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on November 17, 2005).
.65	Repurchase agreement between IMS Health Incorporated and Bank of America N.A., dated January 30, 2006 (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on February 3, 2006).
.66	$175,000,000 Credit Agreement between IMS Health Incorporated and Bank of America, N.A., dated as of February 1, 2006 (incorporated by reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed on February 3, 2006).

116

	.67	Closing Agreement on Final Determination Covering Specific Matters dated as of March 15, 2006 by and between IMS Health Incorporated and the Commissioner of the Internal Revenue Service (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 filed on May 5, 2006).
	.68	Closing Agreement on Final Determination Covering Specific Matters dated as of March 15, 2006 by and between IMS Health Licensing Associates L.L.C. and the Commissioner of the Internal Revenue Service (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 filed on May 5, 2006).
	.69	$50,000,000 Credit Agreement between IMS Health Incorporated and Fortis Capital Corp., dated as of June 27, 2006 (incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed on June 30, 2006).
	.70	$1,000,000,000 Credit Agreement, dated as of July 27, 2006, by and among IMS Health Incorporated, as a borrower, IMS AG, as a borrower, IMS Japan K.K., as a borrower, the lenders party thereto, Wachovia Bank, National Association, as administrative agent, Barclays Bank PLC and ABN Amro Bank N.V., as co-syndication agents, Suntrust Bank and Bank of America, N.A., as co-documentation agents, and Wachovia Capital Markets, LLC, as lead arranger and sole book runner (incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed on August 1, 2006).
	.71	IMS Health Incorporated Defined Contribution Executive Retirement Plan, effective as of January 1, 2007.*†
21	List of Active Subsidiaries as of December 31, 2006.†
23	Consent of Independent Registered Public Accounting Firm.†
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.†

*Management contract or compensatory plan or arrangement

†Filed herewith

117

EX-10.24

Exhibit 10.24

RESTRICTED STOCK UNIT GRANT AGREEMENT

RESTRICTED STOCK UNITS GRANTED
UNDER THE 1998 IMS HEALTH INCORPORATED
NON-EMPLOYEE DIRECTORS’ STOCK INCENTIVE PLAN

This Restricted Stock Unit Grant Agreement, including the Terms and Conditions provided herewith (together, the “Agreement”), confirms the grant of Restricted Stock Units (“RSUs”) as of                                                  the “Grant Date”) by the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of IMS Health Incorporated (the “Company”) as follows:

Participant Granted RSUs:

Number of RSUs Granted:

Scheduled Lapse Date(s):

The RSUs are granted under the 1998 IMS Health Incorporated Non-Employee Directors’ Stock Incentive Plan (the “Plan”).  The RSUs are subject to all the terms and conditions of the Plan, which is provided herewith and incorporated herein by reference, and are subject to the terms and conditions of this Agreement.

Participant acknowledges and agrees that (i) until an RSU has become vested in accordance with Section 2(a) hereof, such RSU will be subject to a risk of forfeiture to the extent provided in such Section 2, and (ii) until the later of the time each RSU becomes vested or the end of any additional period of deferral permitted under applicable law and elected by Participant in accordance with Section 4 hereof and such other rules and requirements of the Company as may be established from time to time in the Committee’s sole discretion, such RSU shall be generally nontransferable, as provided in Section 3 hereof.

IN WITNESS WHEREOF, IMS Health Incorporated has caused this Agreement to be executed by its officer thereunto duly authorized.

By the Company’s signature, and Participant’s acceptance of these RSUs (as described in the attached Terms and Conditions), the Company and Participant agree to the terms of this Agreement.  If Participant makes any deferral election with respect to the RSUs granted under this Agreement, Participant must fill out a separate form or forms with respect to such deferral election and return it to the Executive Compensation & Equity Plans Department by the applicable deadline specified by the Company.

IMS HEALTH INCORPORATED

David R. Carlucci

Chairman & Chief Executive Officer

TERMS AND CONDITIONS
OF RESTRICTED STOCK UNITS

1.Restricted Stock Units

Each Restricted Stock Unit (“RSU”) represents a generally nontransferable, conditional right to receive one share of the Company’s Common Stock (a “Share”) at a specified future date, together with a right to receive payments equivalent to dividends paid on Shares (“Dividend Equivalents”) and other rights, subject to the terms and conditions of the 1998 IMS Health Incorporated Non-Employee Directors’ Stock Incentive Plan (the “Plan”) and this Agreement.  RSUs are bookkeeping units, and do not represent ownership of Shares or any other equity security.  The Company shall maintain a bookkeeping account on behalf of Participant (the “Account”) reflecting the number of RSUs then credited to Participant hereunder as a result of this grant of RSUs and any crediting of additional RSUs to Participant pursuant to payments of Dividend Equivalents under Section 5.  For purposes of this Agreement, the term RSUs includes RSUs as to which the risk of forfeiture under Section 2 has lapsed but which remain subject to Participant’s election to defer settlement.

2.Vesting and Forfeiture

(a)RSUs granted hereunder shall vest (meaning that the risk of forfeiture of such RSUs under this Section 2 shall lapse) at the scheduled lapse date set forth on the cover page of this Agreement, except that all RSUs shall vest on an accelerated basis upon the earliest of (i) the termination of a Participant’s service as a director of the Company by reason of death or Disability; (ii) the termination of a Participant’s service as a director of the Company for any reason other than death or Disability if the Committee (excluding any member thereof whose own RSU is at issue) has specifically approved the accelerated vesting of the RSUs upon such termination of service, or (iii) the occurrence of a Change in Control if the Committee has specifically approved the accelerated vesting of the RSUs upon such Change in Control.  Each RSU credited as a result of Dividend Equivalents on a forfeitable RSU and any cash amount payable as Dividend Equivalents on a forfeitable RSU under Section 5(a) shall vest at the time of vesting of the forfeitable RSU which gives rise, directly or indirectly, to the crediting of such Dividend Equivalent RSU or cash.  Each RSU credited as a result of Dividend Equivalents on a then non-forfeitable RSU under Section 5(a) shall be fully vested and non-forfeitable from and after the date of such crediting, and any cash amount credited as Dividend Equivalents on a then on-forfeitable RSU shall be deemed to be fully vested and non-forfeitable at the time it is credited and shall be paid at the time of settlement.

(b)In the event of Participant’s termination of service as a director of the Company, all RSUs that are not vested at or prior to the time of such termination shall be forfeited, unless otherwise determined by the Committee.  Thus, upon termination of a Participant’s service as a director of the Company for reasons other than death or Disability, unvested RSUs generally will be forfeited.

3.Nontransferability

Until the later of the time each RSU becomes vested or the end of any additional period of deferral elected by Participant in accordance with Section 4 below, such RSU shall not be transferable or assignable other than by will or by the laws of descent and distribution or to a designated Beneficiary in the event of Participant’s death, and no such transfer shall be effective to bind the Company unless the Committee shall have been

furnished with a copy of such will, Beneficiary designation, or such other evidence as the Committee may deem necessary to establish the validity of the transfer.

4.Settlement and Election to Defer Settlement

RSUs granted hereunder, together with RSUs credited as a result of Dividend Equivalents, shall be settled by delivery of one Share for each RSU being settled.  Settlement of an RSU granted hereunder shall occur upon the lapse of the risk of forfeiture of such RSU under Section 2, except settlement shall be deferred if Participant has validly elected to defer settlement in accordance with rules and requirements established by the Company from time to time in its sole discretion and this Section 4.  Settlement of RSUs that directly or indirectly result from Dividend Equivalents on RSUs granted hereunder shall occur at the time of settlement of the granted RSU.

Deferrals, if permitted, shall comply with requirements under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Participant shall make elections relating to such deferral at times meeting the requirements of Code Section 409A, using forms provided by the Company (such forms are separate from this Agreement).  At any time that RSUs are treated as deferred compensation subject to Code Section 409A, (i) they will be subject to accelerated settlement under Section 10(b) of the Plan and Section 2(a) of this Agreement only if the Change in Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A(a)(2)(A)(v), and (ii) settlement may not be accelerated in the discretion of the Company (except to the extent permitted under Proposed Treasury Regulation § 1.409A-3(h)(1) and (2)).  At such time that RSUs are not treated as deferred compensation subject to Code Section 409A and Participant has no further right to elect deferral in conformity with Code Section 409A, RSUs shall be required to be settled promptly upon the lapse of the risk of forfeiture, and in any event such settlement must take place within 60 days after such lapse.  It is understood that Code Section 409A and regulations thereunder may make it impractical for any such deferral to take place.  Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or hereafter implemented, (i) if the timing of any distribution in settlement of RSUs would result in Participant’s constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt; and (ii) any rights of Participant or retained authority of the Company with respect to RSUs hereunder shall be automatically modified and limited to the extent necessary so that Participant will not be deemed to be in constructive receipt of income relating to the RSUs prior to the distribution and so that Participant shall not be subject to any penalty under Section 409A.

Any elective deferral will be subject to such additional terms and conditions as the Committee may impose.

5.Dividend Equivalents and Adjustments

(a)Dividend Equivalents shall be paid or credited on RSUs (other than RSUs that, at the relevant record date, previously have been settled or forfeited) as follows:

(i)Cash Dividends.  If the Company declares and pays a dividend or distribution on Common Stock in the form of cash and the record date for such cash dividend is prior to the settlement of the associated RSU, then a Participant shall be entitled to Dividend Equivalents calculated at the time of such

settlement and credited and paid in cash at settlement, without interest.

(ii)Non-Share Dividends.  If the Company declares and pays a dividend or distribution on Common Stock in the form of property other than Shares, then a number of additional RSUs shall be credited to Participant’s Account as of the payment date for such dividend or distribution equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution multiplied by the Fair Market Value of such property actually paid as a dividend or distribution on each outstanding Share at such payment date, divided by the Fair Market Value of a Share at such payment date.

(iii)Common Stock Dividends and Splits.  If the Company declares and pays a dividend or distribution on Common Stock in the form of additional Shares, or there occurs a forward split of Common Stock, then a number of additional RSUs shall be credited to Participant’s Account as of the payment date for such dividend or distribution or forward split equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution or split multiplied by the number of additional Shares actually paid as a dividend or distribution or issued in such split in respect of each outstanding Share.

(b)The number of RSUs credited to Participant’s Account shall be appropriately adjusted, in order to prevent dilution or enlargement of Participant’s rights with respect to RSUs, to reflect any changes in the outstanding Shares resulting from any event referred to in Section 9(a) of the Plan, taking into account any RSUs credited to Participant in connection with such event under Section 5(a) hereof.

6.Other Terms Relating to RSUs

(a)The number of RSUs credited to a Participant’s Account shall include fractional RSUs calculated to at least three decimal places, unless otherwise determined by the Committee.  Upon settlement of RSUs, Participant shall be paid, in cash, an amount equal to the value of any fractional share that would have otherwise been deliverable in settlement of such RSUs, unless the Company arranges to deliver shares to an account of Participant to which fractional shares may be credited without requiring the Company to in fact issue a fractional share.

(b)An individual statement of each Participant’s Account will be issued to each Participant not less frequently than annually.  Such statements shall reflect the amount of RSUs credited to Participant’s Account, transactions therein during the period covered by the statement, and other information deemed relevant by the Vice President of Global Human Resources.  Such a statement may be combined with or include information regarding other plans and compensatory arrangements relating to Participant.  A Participant’s statements shall be deemed a part of this Agreement, and shall evidence the Company’s obligations in respect of RSUs, including the number of RSUs credited as a result of Dividend Equivalents (if any); provided, however, that any statement containing an error shall not represent a binding obligation to the extent of such error.

7.Miscellaneous

(a)This Agreement shall be legally binding when executed by the Company and accepted by Participant as described below, provided that no election of

Participant will be binding unless Participant has accepted the Agreement and the terms of the Plan (as described below).

(b)This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties.  This Agreement constitutes the entire agreement between the parties with respect to the RSUs, and supersedes any prior agreements or documents with respect to the RSUs.  No amendment, alteration, suspension, discontinuation or termination of this Agreement which may impose any additional obligation upon the Company or impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed (or accepted electronically, if permitted in the sole discretion of the Committee) in the name and on behalf of the Company and by Participant.

(c)Any Beneficiary designation made by Participant in accordance with this provision may be changed from time to time, without the consent of any previously designated Beneficiary (but subject to any spousal consent as may be required) by filing with the Executive Compensation & Equity Plans Department a notice of such change.   The change of Beneficiary designation shall become effective upon receipt by the Executive Compensation & Equity Plans Department.  In the event Participant’s Beneficiary would otherwise become entitled to a distribution hereunder, and all Beneficiaries designated by Participant are not then living, or if no valid Beneficiary designation is in effect, Participant’s estate or duly authorized personal representative shall be deemed to have been designated by Participant.

(d)Any provision for distribution in settlement of Participant’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Participant or any Beneficiary any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Participant or any Beneficiary.  Participant or any Beneficiary entitled to any distribution hereunder shall be a general creditor of the Company.

(e)Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan.  If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern, except as otherwise specifically provided herein.

*  *  *  *  *

You do not need to do anything if you want to accept your RSUs on the terms set out in this Agreement.  If you do not want to accept your RSUs on the terms set out in this Agreement, please write to the Company at the address below, marking your envelope to the attention of Kristin Johnson, no later than                      .

IMS Health
Executive Compensation & Equity Plans
660 W. Germantown Pike
Plymouth Meeting, Pennsylvania 19462
U.S.A.

Your RSUs will then be cancelled.  If you do not write to us telling us that you do not want your RSUs by                                  , you will have accepted your RSUs and agreed to the terms set out in this Agreement.  You should retain a copy of this Agreement for your records.

PARTICIPANT: Date:

[For HR Use Only: Date Received by Executive Compensation & Equity Plans Department:                        

EX-10.29

Exhibit 10.29

Compensation of Directors

Board members who are not employees of IMS receive compensation for Board service.  Mr. Carlucci is the only IMS employee now serving on the Board.  This summarizes the policy of IMS for compensation payable to non-employee Directors as in effect at December 19, 2006.

Annual Retainer:	$45,000, payable in quarterly installments
Audit Committee Chair Annual Retainer:	$15,000 annually, payable in quarterly installments; increased from $10,000 effective October 2006
Other Committee Chairman Annual Retainer:	$10,000 annually, payable in quarterly installments
Lead Director Annual Retainer:	$35,000 annually, payable in quarterly installments; increased from $30,000 effective October 2006
Meeting Attendance Fees:	$1,500 for each Board meeting, $1,500 for each Board committee meeting
Restricted Stock Units (RSUs):	Effective 2007, Directors will be awarded:
		·	2,620 RSUs annually; increased from 2,250 RSUs effective October, 2006; these RSUs vest in four equal annual installments beginning one year after grant, subject to acceleration upon death, disability or upon termination in other circumstances as determined by the Human Resources Committee;
		·	Grant of RSUs with a value of $70,000 annually; increased from $50,000 in value effective October 2006; these RSUs vest in four equal annual installments beginning one year after grant, subject to acceleration upon death, disability or termination in other circumstances as determined by the Committee.
		·	Upon the initial election of a Director, a one-time grant of RSUs with a value of $40,000; these RSUs vest five years after grant, subject to acceleration upon death, disability or termination in other circumstances as determined by the Committee. Prior to December 2006, this grant to a Director upon initial election was in the form of restricted stock.
		·	RSUs are settled by delivery of shares, and until that time do not have voting rights but carry a right to payment of dividend equivalents, subject to vesting of the RSUs and payable upon settlement.

In 2006, we granted RSUs in place of stock options as the form of annual equity grant to Directors.  Previously, Directors received a grant of 7,000 stock options annually, which vested and became exercisable in three equal annual installments or earlier upon termination of service by death, disability or retirement or upon termination in other circumstances as determined by the Human Resources Committee, and expired seven years after grant or earlier following termination of service.

Directors may elect to defer all or part of their compensation under our Non-Employee Directors’ Deferred Compensation Plan, a non-qualified plan. Under this plan, the participating Directors may direct deferrals to an account to be credited as deferred cash or deferred share units. The number of share units acquired is determined by dividing the cash amount deferred by 100% of the fair market value of the stock at the deferral date. A feature of the Plan permitting deferral of cash compensation into stock options is not available in 2006 and 2007. Deferrals of restricted stock units are also permitted.  Dividend equivalents are credited on share units at the same rate as dividends are paid on Common Stock.  Deferrals are non-forfeitable.

If there is a change in control of IMS, Directors’ stock options, restricted stock or restricted stock units generally will become vested. For this purpose, the term “change in control” has the same meaning as under the Change-in-Control Agreements, described in the Company’s proxy statement for its 2006 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 24, 2006.

Expenses for attending Board and committee meetings and fulfilling other duties as directors are reimbursed by IMS.

The Board of Directors has adopted share ownership guidelines for non-employee Directors because it believes that each non-employee Director should maintain a meaningful investment in IMS.

EX-10.39

Exhibit 10.39 Form A

RESTRICTED STOCK UNIT GRANT AGREEMENT

RESTRICTED STOCK UNITS GRANTED UNDER THE
1998 IMS HEALTH INCORPORATED EMPLOYEES’ STOCK INCENTIVE PLAN

This Restricted Stock Unit Grant Agreement, including the Terms and Conditions provided herewith (together, the “Agreement”), confirms the grant of Restricted Stock Units (“RSUs”) as of                      (the “Grant Date”) by the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of IMS Health Incorporated (the “Company”) as follows:

Participant Granted RSUs:

Number of RSUs Granted:

The RSUs are granted under the 1998 IMS Health Incorporated Employees’ Stock Incentive Plan (the “Plan”).  The RSUs are subject to all the terms and conditions of the Plan, which is provided herewith and incorporated herein by reference, and are subject to the terms and conditions of this Agreement.

The RSUs will vest in four equal annual installments beginning on the first anniversary of the Grant Date if Participant’s employment with the Company or a Subsidiary continues through the vesting date, except as otherwise provided in the Plan and this Agreement.

Participant acknowledges and agrees that (i) until an RSU has become vested in accordance with Section 2(a) hereof, such RSU will be subject to a risk of forfeiture to the extent provided in such Section 2, and (ii) until the later of the time each RSU becomes vested or the end of any additional period of deferral permitted under applicable law and elected by Participant in accordance with Section 4 hereof and such other rules and requirements of the Company as may be established from time to time in the Committee’s sole discretion, such RSU shall be generally nontransferable, as provided in Section 3 hereof.

IN WITNESS WHEREOF, IMS Health Incorporated has caused this Agreement to be executed by its officer thereunto duly authorized.

By the Company’s signature, and Participant’s acceptance of these RSUs (as described in the attached Terms and Conditions), the Company and Participant agree to the terms of this Agreement.  If Participant makes any deferral election with respect to the RSUs granted under this Agreement, Participant must fill out a separate form or forms with respect to such deferral election and return it to the Executive Compensation & Equity Plans Department by the applicable deadline specified by the Company.

IMS HEALTH INCORPORATED

David R. Carlucci

Chairman & Chief Executive Officer

TERMS AND CONDITIONS
OF RESTRICTED STOCK UNITS

1.Restricted Stock Units

Each Restricted Stock Unit (“RSU”) represents a generally nontransferable, conditional right to receive one share of the Company’s Common Stock (a “Share”) at a specified future date, together with a right to receive payments equivalent to dividends paid on Shares (“Dividend Equivalents”) and other rights, subject to the terms and conditions of the 1998 IMS Health Incorporated Employees’ Stock Incentive Plan (the “Plan”) and this Agreement.  RSUs are bookkeeping units, and do not represent ownership of Shares or any other equity security.  The Company shall maintain a bookkeeping account on behalf of Participant (the “Account”) reflecting the number of RSUs then credited to Participant hereunder as a result of this grant of RSUs and any crediting of additional RSUs to Participant pursuant to payments of Dividend Equivalents under Section 5.  For purposes of this Agreement, the term RSUs includes RSUs as to which the risk of forfeiture under Section 2 has lapsed but which remain subject to Participant’s election to defer settlement.

2.Vesting and Forfeiture

(a)RSUs granted hereunder shall vest (meaning that the risk of forfeiture of such RSUs under this Section 2 shall lapse; such RSUs shall remain subject to Section 6) at the scheduled lapse date set forth on the cover page of this Agreement, except that all RSUs shall vest on an accelerated basis upon the earliest of (i) Termination of Employment (as defined below) by reason of a Retirement, but only if the Committee has specifically approved the accelerated vesting of the RSUs upon such Retirement, (ii) Termination of Employment by reason of death or Disability, (iii) upon the occurrence of a Change in Control, or (iv) any other event specified as resulting in acceleration of RSUs in an employment agreement between the Company and Participant in effect at the time of Termination of Employment.  Each RSU credited as a result of Dividend Equivalents on a forfeitable RSU and any cash amount payable as Dividend Equivalents on a forfeitable RSU under Section 5(a) shall vest at the time of vesting of the forfeitable RSU which gives rise, directly or indirectly, to the crediting of such Dividend Equivalent RSU or cash.  Each RSU credited as a result of Dividend Equivalents on a then non-forfeitable RSU under Section 5(a) shall be fully vested and non-forfeitable from and after the date of such crediting, and any cash amount credited as Dividend Equivalents on a then on-forfeitable RSU shall be deemed to be fully vested and non-forfeitable at the time it is credited and shall be paid at the time of settlement.

(b)In the event of Participant’s Termination of Employment, all RSUs that are not vested at or prior to the time of such Termination shall be forfeited, unless otherwise determined by the Committee.  Thus, upon Participant’s voluntary Termination of Employment or a Termination of Employment by the Company for Cause, unvested RSUs generally will be forfeited.

(c)For purposes of this Agreement, a Termination of Employment shall mean a termination of Participant’s employment with the Company or a subsidiary or affiliate of the Company if, immediately thereafter, Participant is not employed by any of the Company or its subsidiaries or affiliates.

(d)For purposes of this Agreement, Cause shall have the meaning defined in an employment agreement between the Company (or a subsidiary or affiliate) and

Participant in effect at the time of Termination of Employment or, if there is no such employment agreement, Cause shall mean (1) willful malfeasance or willful misconduct by Participant in connection with his or her employment, (2) continuing failure to perform such duties as are requested by any employee to whom Participant reports, directly or indirectly, or by the board of directors of either the Company or the subsidiary or affiliate that employs Participant, (3) failure by Participant to observe policies of the Company or his or her employer applicable to Participant, or (4) the commission by Participant of (i) any felony or (ii) any misdemeanor involving moral turpitude.

3.Nontransferability

Until the later of the time each RSU becomes vested or the end of any additional period of deferral elected by Participant in accordance with Section 4 below, such RSU shall not be transferable or assignable other than by will or by the laws of descent and distribution or to a designated Beneficiary in the event of Participant’s death, and no such transfer shall be effective to bind the Company unless the Committee shall have been furnished with a copy of such will, Beneficiary designation, or such other evidence as the Committee may deem necessary to establish the validity of the transfer.

4.Settlement and Election to Defer Settlement

RSUs granted hereunder, together with RSUs credited as a result of Dividend Equivalents, shall be settled by delivery of one Share for each RSU being settled.  Settlement of an RSU granted hereunder shall occur upon the lapse of the risk of forfeiture of such RSU under Section 2, except settlement shall be deferred if Participant has validly elected to defer settlement in accordance with rules and requirements established by the Company from time to time in its sole discretion and this Section 4.  Settlement of RSUs that directly or indirectly result from Dividend Equivalents on RSUs granted hereunder shall occur at the time of settlement of the granted RSU.

Deferrals, if permitted, shall comply with requirements under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Participant shall make elections relating to such deferral at times meeting the requirements of Code Section 409A, using forms provided by the Company (such forms are separate from this Agreement).  At any time that RSUs are treated as deferred compensation subject to Code Section 409A, (i) they will be subject to accelerated settlement under Section 10(b) of the Plan and Section 2(a) of this Agreement only if the Change in Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A(a)(2)(A)(v), and (ii) settlement may not be accelerated in the discretion of the Company (except to the extent permitted under Proposed Treasury Regulation § 1.409A-3(h)(1) and (2)).  At such time that RSUs are not treated as deferred compensation subject to Code Section 409A and Participant has no further right to elect deferral in conformity with Code Section 409A, RSUs shall be required to be settled promptly upon the lapse of the risk of forfeiture, and in any event such settlement must take place within 60 days after such lapse.  It is understood that Code Section 409A and regulations thereunder may make it impractical for any such deferral to take place.  Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or hereafter implemented, (i) if the timing of any distribution in settlement of RSUs would result in Participant’s constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt; (ii) in furtherance of (i), any distribution the timing of which is tied to a termination of employment will be made only at the time that the Participant has a

“separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and any such distribution shall occur not earlier until six months after separation from service if the Participant is a “Specified Employee” within the meaning of Code Section 409A(a)(2)(B)(i), if in either case the Participant otherwise would be subject to constructive receipt of income relating to the RSUs prior to such distribution; and (iii) any rights of Participant or retained authority of the Company with respect to RSUs hereunder shall be automatically modified and limited to the extent necessary so that Participant will not be deemed to be in constructive receipt of income relating to the RSUs prior to the distribution and so that Participant shall not be subject to any penalty under Section 409A.

Any elective deferral will be subject to such additional terms and conditions as the Committee may impose.  Please note that, even if you elect to defer settlement, the Company is required to withhold from you Medicare taxes at the applicable minimum statutory rate on the scheduled lapse date for the deferred RSUs.  Such withholding will be based upon the aggregate Fair Market Value of the Shares underlying the deferred RSUs on the scheduled lapse date and will be deducted from your salary normally in the payroll that immediately follows the scheduled lapse date.

5.Dividend Equivalents and Adjustments

(a)Dividend Equivalents shall be paid or credited on RSUs (other than RSUs that, at the relevant record date, previously have been settled or forfeited) as follows:

(i)Cash Dividends.  If the Company declares and pays a dividend or distribution on Common Stock in the form of cash and the record date for such cash dividend is prior to the settlement of the associated RSU, then a Participant shall be entitled to Dividend Equivalents calculated at the time of such settlement and credited and paid in cash at settlement, without interest.

(ii)Non-Share Dividends.  If the Company declares and pays a dividend or distribution on Common Stock in the form of property other than Shares, then a number of additional RSUs shall be credited to Participant’s Account as of the payment date for such dividend or distribution equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution multiplied by the Fair Market Value of such property actually paid as a dividend or distribution on each outstanding Share at such payment date, divided by the Fair Market Value of a Share at such payment date.

(iii)Common Stock Dividends and Splits.  If the Company declares and pays a dividend or distribution on Common Stock in the form of additional Shares, or there occurs a forward split of Common Stock, then a number of additional RSUs shall be credited to Participant’s Account as of the payment date for such dividend or distribution or forward split equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution or split multiplied by the number of additional Shares actually paid as a dividend or distribution or issued in such split in respect of each outstanding Share.

(b)The number of RSUs credited to Participant’s Account shall be appropriately adjusted, in order to prevent dilution or enlargement of Participant’s rights with respect to RSUs, to reflect any changes in the outstanding Shares resulting from any event referred to in Section 10(a) of the Plan, taking into account any RSUs credited to Participant in connection with such event under Section 5(a) hereof.

6.Forfeiture of RSUs and Shares Acquired Upon Prior Vesting and Settlement

The greatest assets of IMS HEALTH, its subsidiaries 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 Participant directly or indirectly engages in any of the “Detrimental Activities” defined below:

(a)any unvested RSUs shall automatically be forfeited on the later of the date of Participant’s Termination of Employment or the date IMS HEALTH becomes aware of Participant’s Detrimental Activity, without regard to the provisions of Section 2; and

(b)Participant shall forfeit to the Company any RSUs that vested and the resulting Shares acquired upon settlement during the one year prior to, or at any time after, the date of the earliest actual occurrence of Participant’s Detrimental Activity (the “Forfeiture Period”).  These Shares shall be forfeited by Participant and are payable to the Company at the later of the date of Participant’s Termination of Employment or the date IMS HEALTH becomes aware of Participant’s Detrimental Activity.  If Participant has disposed of such Shares during the Forfeiture Period, Participant’s obligation to repay Shares upon such forfeiture will continue (payment of cash or other property is not permitted), so that Participant will be required to acquire replacement Shares and deliver them to the Company in settlement of Participant’s forfeiture obligation without regard to any subsequent market price increase or decrease from the date of exercise.  If Participant fails to promptly deliver forfeited Shares and if, apart from this Agreement, the Company is obligated to pay any cash amount to Participant, the Company, as a setoff, may use such cash to purchase Shares in the open market on Participant’s behalf, which Shares will be retained by the Company in settlement of Participant’s 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 Participant is using or disclosing it in the course of Participant’s job with such IMS HEALTH Company;

·during the period beginning the Date of Grant and ending twelve months after Participant leaves his or her 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 Participant 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 Participant 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 Participant’s 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.

7.Other Terms Relating to RSUs

(a)The number of RSUs credited to a Participant’s Account shall include fractional RSUs calculated to at least three decimal places, unless otherwise determined by the Committee.  Upon settlement of RSUs, Participant shall be paid, in cash, an amount equal to the value of any fractional share that would have otherwise been deliverable in settlement of such RSUs, unless the Company arranges to deliver shares to an account of Participant to which fractional shares may be credited without requiring the Company to in fact issue a fractional share.

(b)It shall be a condition to the obligation of the Company to issue and deliver Shares in settlement of the RSUs that Participant (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 or other taxes.  If the amount requested is not paid, the Company may refuse to deliver the Shares in settlement of the RSUs until such amount is paid.  Unless otherwise determined by the Committee or unless Participant (or a Beneficiary) has prior to the settlement date made alternative arrangements satisfactory to the Company to pay withholding taxes applicable upon settlement, the Company shall withhold from the Shares to be delivered in settlement of the RSUs that number of Shares having a fair market value equal to the amount of such 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.  Shares will not be withheld by the Company to satisfy withholding taxes (i.e., FICA) due upon the lapse of the risk of forfeiture if settlement of the RSUs is deferred for a period of time thereafter.

8.Miscellaneous

(a)This Agreement shall be legally binding when executed by the Company and accepted by Participant as described below, provided that no election of Participant will be binding unless Participant has accepted the Agreement and the terms of the Plan (as described below).

(b)This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties.  This Agreement constitutes the entire agreement between the parties with respect to the RSUs, and supersedes any prior agreements or documents with respect to the RSUs.  No amendment, alteration, suspension, discontinuation or termination of this Agreement which may impose any additional obligation upon the Company or impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed (or accepted electronically, if permitted in the sole discretion of the Committee) in the name and on behalf of the Company and by Participant.

(c)Any Beneficiary designation made by Participant in accordance with this provision may be changed from time to time, without the consent of any previously designated Beneficiary (but subject to any spousal consent as may be required) by filing with the Executive Compensation & Equity Plans Department a notice of such change.   The

change of Beneficiary designation shall become effective upon receipt by the Executive Compensation & Equity Plans Department.  In the event Participant’s Beneficiary would otherwise become entitled to a distribution hereunder, and all Beneficiaries designated by Participant are not then living, or if no valid Beneficiary designation is in effect, Participant’s estate or duly authorized personal representative shall be deemed to have been designated by Participant.

(d)Any provision for distribution in settlement of Participant’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Participant or any Beneficiary any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Participant or any Beneficiary.  Participant or any Beneficiary entitled to any distribution hereunder shall be a general creditor of the Company.

(e)Participant agrees and acknowledges that the Plan is discretionary in nature and the Company may amend, cancel or terminate the Plan at any time.  The grant of RSUs is a one-time benefit solely offered to employees and does not create any contractual or other right to receive a grant of RSUs or benefits in lieu of RSUs in the future.  Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of RSUs and vesting provisions.

(f)Participant agrees and acknowledges that his or her participation in the Plan and his or her execution of this Agreement is voluntary.  The value of equity incentive awards generally and Participant’s RSUs specifically is an extraordinary item of compensation outside the scope of Participant’s employment contract, if any, and does not constitute compensation of any kind for services of any kind rendered to the Company (or any of its subsidiaries or affiliates).  As such, neither equity incentive awards generally nor Participant’s RSUs 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.

(g)Participant acknowledges and agrees that he or she will have no claim or entitlement (1) to compensation or damages in consequence of the Termination of Employment with the Company (or any of its subsidiaries or affiliates) for any reason whatsoever and whether or not in breach of contract, insofar as such claim or entitlement arises or may arise from Participant ceasing to have any rights under the Plan or this Agreement, (2) to vest in his or her RSUs 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 his or her RSUs; and, upon the grant of Participant’s RSUs and in partial consideration for his or her participation in the Plan and this Agreement, Participant shall be deemed irrevocably to have waived any such claim or entitlement.

(h)Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph.  Participant is not obliged to consent to such collection, use, processing and transfer of personal data.  However, failure to provide the consent may affect Participant’s ability to participate in the Plan.  The Company, its subsidiaries and its affiliates hold certain personal information about Participant, including Participant’s 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 the Company, details of Participant’s RSUs, all other equity incentive awards or any other rights or entitlements to Shares in your favor, for the purpose of managing and administering the Plan (“Data”).  The Company, its subsidiaries and/or its affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of

Participant’s participation in the Plan, and the Company, its subsidiaries and/or its affiliates may each further transfer Data to any third parties assisting the Company 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.  Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her 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 Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares acquired pursuant to the Plan.  Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing his or her consent may affect Participant’s ability to participate in the Plan.  Participant acknowledges and agrees that his or her consent shall apply to any and all restricted stock unit awards made to him or her under the Plan or this Agreement, whether now or in the future.

(i)Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan.  If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern, except as otherwise specifically provided herein.

(j)THE PLAN AND THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.  INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.  ANY LEGAL PROCEEDING ARISING OUT OF THE 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.

*  *  *  *  *

You do not need to do anything if you want to accept your RSUs on the terms set out in this Agreement.  If you do not want to accept your RSUs on the terms set out in this Agreement, please write to the Company at the address below, marking your envelope to the attention of Kristin Johnson, no later than                               .

IMS Health
Executive Compensation & Equity Plans
660 W. Germantown Pike
Plymouth Meeting, Pennsylvania 19462
U.S.A

Your RSUs will then be cancelled.  If you do not write to us telling us that you do no want you RSUs by                               , you will have accepted your RSUs and agreed to the terms set out in this Agreement.

IMS HEALTH INCORPORATED

David R. Carlucci

Chairman & Chief Executive Officer

Exhibit 10.39 Form B

RESTRICTED STOCK UNIT GRANT AGREEMENT

RESTRICTED STOCK UNITS GRANTED UNDER THE
1998 IMS HEALTH INCORPORATED EMPLOYEES’ STOCK INCENTIVE PLAN

This Restricted Stock Unit Grant Agreement, including the Terms and Conditions provided herewith (together, the “Agreement”), confirms the grant of Restricted Stock Units (“RSUs”) as of                                      (the “Grant Date”) by the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of IMS Health Incorporated (the “Company”) as follows:

Participant Granted RSUs:

Number of RSUs Granted:

The RSUs are granted under the 1998 IMS Health Incorporated Employees’ Stock Incentive Plan (the “Plan”).  The RSUs are subject to all the terms and conditions of the Plan, which is provided herewith and incorporated herein by reference, and are subject to the terms and conditions of this Agreement.

The RSUs will vest in four equal annual installments beginning on the first anniversary of the Grant Date if Participant’s employment with the Company or a Subsidiary continues through the vesting date, except as otherwise provided in the Plan and this Agreement..

Participant acknowledges and agrees that (i) until an RSU has become vested in accordance with Section 2(a) hereof, such RSU will be subject to a risk of forfeiture to the extent provided in such Section 2, and (ii) until the later of the time each RSU becomes vested or the end of any additional period of deferral permitted under applicable law and elected by Participant in accordance with Section 4 hereof and such other rules and requirements of the Company as may be established from time to time in the Committee’s sole discretion, such RSU shall be generally nontransferable, as provided in Section 3 hereof.

IN WITNESS WHEREOF, IMS Health Incorporated has caused this Agreement to be executed by its officer thereunto duly authorized.

By the Company’s signature, and Participant’s acceptance of these RSUs (as described in the attached Terms and Conditions), the Company and Participant agree to the terms of this Agreement.  If Participant makes any deferral election with respect to the RSUs granted under this Agreement, Participant must fill out a separate form or forms with respect to such deferral election and return it to the Executive Compensation & Equity Plans Department by the applicable deadline specified by the Company.

IMS HEALTH INCORPORATED

David R. Carlucci

Chairman & Chief Executive Officer

TERMS AND CONDITIONS
OF RESTRICTED STOCK UNITS

1.             Restricted Stock Units

Each Restricted Stock Unit (“RSU”) represents a generally nontransferable, conditional right to receive one share of the Company’s Common Stock (a “Share”) at a specified future date, together with a right to receive payments equivalent to dividends paid on Shares (“Dividend Equivalents”) and other rights, subject to the terms and conditions of the 1998 IMS Health Incorporated Employees’ Stock Incentive Plan (the “Plan”) and this Agreement.  RSUs are bookkeeping units, and do not represent ownership of Shares or any other equity security.  The Company shall maintain a bookkeeping account on behalf of Participant (the “Account”) reflecting the number of RSUs then credited to Participant hereunder as a result of this grant of RSUs and any crediting of additional RSUs to Participant pursuant to payments of Dividend Equivalents under Section 5.  For purposes of this Agreement, the term RSUs includes RSUs as to which the risk of forfeiture under Section 2 has lapsed but which remain subject to Participant’s election to defer settlement.

2.             Vesting and Forfeiture

(a)           RSUs granted hereunder shall vest (meaning that the risk of forfeiture of such RSUs under this Section 2 shall lapse; such RSUs shall remain subject to Section 6) at the scheduled lapse date set forth on the cover page of this Agreement, except that all RSUs shall vest on an accelerated basis upon Termination of Employment by reason of death or Disability.  Each RSU credited as a result of Dividend Equivalents on a forfeitable RSU and any cash amount payable as Dividend Equivalents on a forfeitable RSU under Section 5(a) shall vest at the time of vesting of the forfeitable RSU which gives rise, directly or indirectly, to the crediting of such Dividend Equivalent RSU or cash.  Each RSU credited as a result of Dividend Equivalents on a then non-forfeitable RSU under Section 5(a) shall be fully vested and non-forfeitable from and after the date of such crediting, and any cash amount credited as Dividend Equivalents on a then on-forfeitable RSU shall be deemed to be fully vested and non-forfeitable at the time it is credited and shall be paid at the time of settlement.

(b)           In the event of Participant’s Termination of Employment, all RSUs that are not vested at or prior to the time of such Termination shall be forfeited, unless otherwise determined by the Committee.  Thus, upon Participant’s voluntary Termination of Employment or a Termination of Employment by the Company for Cause, unvested RSUs generally will be forfeited.

(c)           For purposes of this Agreement, a Termination of Employment shall mean a termination of Participant’s employment with the Company or a subsidiary or affiliate of the Company if, immediately thereafter, Participant is not employed by any of the Company or its subsidiaries or affiliates.

(d)           For purposes of this Agreement, Cause shall have the meaning defined in an employment agreement between the Company (or a subsidiary or affiliate) and Participant in effect at the time of Termination of Employment or, if there is no such employment agreement, Cause shall mean (1) willful malfeasance or willful misconduct by Participant in connection with his or her employment, (2) continuing failure to perform such duties as are requested by any employee to whom Participant reports, directly or indirectly, or by the board of directors of either the Company or the subsidiary or affiliate that employs Participant, (3) failure by Participant to observe policies of the Company or his or her

employer applicable to Participant, or (4) the commission by Participant of (i) any felony or (ii) any misdemeanor involving moral turpitude.

3.             Nontransferability

Until the later of the time each RSU becomes vested or the end of any additional period of deferral elected by Participant in accordance with Section 4 below, such RSU shall not be transferable or assignable other than by will or by the laws of descent and distribution or to a designated Beneficiary in the event of Participant’s death, and no such transfer shall be effective to bind the Company unless the Committee shall have been furnished with a copy of such will, Beneficiary designation, or such other evidence as the Committee may deem necessary to establish the validity of the transfer.

4.             Settlement and Election to Defer Settlement

RSUs granted hereunder, together with RSUs credited as a result of Dividend Equivalents, shall be settled by delivery of one Share for each RSU being settled.  Settlement of an RSU granted hereunder shall occur upon the lapse of the risk of forfeiture of such RSU under Section 2, except settlement shall be deferred if Participant has validly elected to defer settlement in accordance with rules and requirements established by the Company from time to time in its sole discretion and this Section 4.  Settlement of RSUs that directly or indirectly result from Dividend Equivalents on RSUs granted hereunder shall occur at the time of settlement of the granted RSU.

Deferrals, if permitted, shall comply with requirements under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Participant shall make elections relating to such deferral at times meeting the requirements of Code Section 409A, using forms provided by the Company (such forms are separate from this Agreement).  At any time that RSUs are treated as deferred compensation subject to Code Section 409A, (i) they will be subject to accelerated settlement under Section 10(b) of the Plan and Section 2(a) of this Agreement only if the Change in Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A(a)(2)(A)(v), and (ii) settlement may not be accelerated in the discretion of the Company (except to the extent permitted under Proposed Treasury Regulation § 1.409A-3(h)(1) and (2)).  At such time that RSUs are not treated as deferred compensation subject to Code Section 409A and Participant has no further right to elect deferral in conformity with Code Section 409A, RSUs shall be required to be settled promptly upon the lapse of the risk of forfeiture, and in any event such settlement must take place within 60 days after such lapse.  It is understood that Code Section 409A and regulations thereunder may make it impractical for any such deferral to take place.  Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or hereafter implemented, (i) if the timing of any distribution in settlement of RSUs would result in Participant’s constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt; (ii) in furtherance of (i), any distribution the timing of which is tied to a termination of employment will be made only at the time that the Participant has a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and any such distribution shall occur not earlier until six months after separation from service if the Participant is a “Specified Employee” within the meaning of Code Section 409A(a)(2)(B)(i), if in either case the Participant otherwise would be subject to constructive receipt of income relating to the RSUs prior to such distribution; and (iii) any rights of Participant or retained authority of the Company with respect to RSUs hereunder shall be automatically modified

and limited to the extent necessary so that Participant will not be deemed to be in constructive receipt of income relating to the RSUs prior to the distribution and so that Participant shall not be subject to any penalty under Section 409A.

Any elective deferral will be subject to such additional terms and conditions as the Committee may impose.  Please note that, even if you elect to defer settlement, the Company is required to withhold from you Medicare taxes at the applicable minimum statutory rate on the scheduled lapse date for the deferred RSUs.  Such withholding will be based upon the aggregate Fair Market Value of the Shares underlying the deferred RSUs on the scheduled lapse date and will be deducted from your salary normally in the payroll that immediately follows the scheduled lapse date.

5.             Dividend Equivalents and Adjustments

(a)           Dividend Equivalents shall be paid or credited on RSUs (other than RSUs that, at the relevant record date, previously have been settled or forfeited) as follows:

(i)Cash Dividends.  If the Company declares and pays a dividend or distribution on Common Stock in the form of cash and the record date for such cash dividend is prior to the settlement of the associated RSU, then a Participant shall be entitled to Dividend Equivalents calculated at the time of such settlement and credited and paid in cash at settlement, without interest.

(ii)Non-Share Dividends.  If the Company declares and pays a dividend or distribution on Common Stock in the form of property other than Shares, then a number of additional RSUs shall be credited to Participant’s Account as of the payment date for such dividend or distribution equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution multiplied by the Fair Market Value of such property actually paid as a dividend or distribution on each outstanding Share at such payment date, divided by the Fair Market Value of a Share at such payment date.

(iii)Common Stock Dividends and Splits.  If the Company declares and pays a dividend or distribution on Common Stock in the form of additional Shares, or there occurs a forward split of Common Stock, then a number of additional RSUs shall be credited to Participant’s Account as of the payment date for such dividend or distribution or forward split equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution or split multiplied by the number of additional Shares actually paid as a dividend or distribution or issued in such split in respect of each outstanding Share.

(b)           The number of RSUs credited to Participant’s Account shall be appropriately adjusted, in order to prevent dilution or enlargement of Participant’s rights with respect to RSUs, to reflect any changes in the outstanding Shares resulting from any event referred to in Section 10(a) of the Plan, taking into account any RSUs credited to Participant in connection with such event under Section 5(a) hereof.

6.             Forfeiture of RSUs and Shares Acquired Upon Prior Vesting and Settlement

The greatest assets of IMS HEALTH, its subsidiaries 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 Participant directly or indirectly engages in any of the “Detrimental Activities” defined below:

(a)any unvested RSUs shall automatically be forfeited on the later of the date of Participant’s Termination of Employment or the date IMS HEALTH becomes aware of Participant’s Detrimental Activity, without regard to the provisions of Section 2; and

(b)Participant shall forfeit to the Company any RSUs that vested and the resulting Shares acquired upon settlement during the one year prior to, or at any time after, the date of the earliest actual occurrence of Participant’s Detrimental Activity (the “Forfeiture Period”).  These Shares shall be forfeited by Participant and are payable to the Company at the later of the date of Participant’s Termination of Employment or the date IMS HEALTH becomes aware of Participant’s Detrimental Activity.  If Participant has disposed of such Shares during the Forfeiture Period, Participant’s obligation to repay Shares upon such forfeiture will continue (payment of cash or other property is not permitted), so that Participant will be required to acquire replacement Shares and deliver them to the Company in settlement of Participant’s forfeiture obligation without regard to any subsequent market price increase or decrease from the date of exercise.  If Participant fails to promptly deliver forfeited Shares and if, apart from this Agreement, the Company is obligated to pay any cash amount to Participant, the Company, as a setoff, may use such cash to purchase Shares in the open market on Participant’s behalf, which Shares will be retained by the Company in settlement of Participant’s 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 Participant is using or disclosing it in the course of Participant’s job with such IMS HEALTH Company;

·during the period beginning the Date of Grant and ending twelve months after Participant leaves his or her 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 Participant 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 Participant 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

Participant’s 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.

7.Other Terms Relating to RSUs

(a)           The number of RSUs credited to a Participant’s Account shall include fractional RSUs calculated to at least three decimal places, unless otherwise determined by

the Committee.  Upon settlement of RSUs, Participant shall be paid, in cash, an amount equal to the value of any fractional share that would have otherwise been deliverable in settlement of such RSUs, unless the Company arranges to deliver shares to an account of Participant to which fractional shares may be credited without requiring the Company to in fact issue a fractional share.

(b)           It shall be a condition to the obligation of the Company to issue and deliver Shares in settlement of the RSUs that Participant (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 or other taxes.  If the amount requested is not paid, the Company may refuse to deliver the Shares in settlement of the RSUs until such amount is paid.  Unless otherwise determined by the Committee or unless Participant (or a Beneficiary) has prior to the settlement date made alternative arrangements satisfactory to the Company to pay withholding taxes applicable upon settlement, the Company shall withhold from the Shares to be delivered in settlement of the RSUs that number of Shares having a fair market value equal to the amount of such 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.  Shares will not be withheld by the Company to satisfy withholding taxes (i.e., FICA) due upon the lapse of the risk of forfeiture if settlement of the RSUs is deferred for a period of time thereafter.

8.             Miscellaneous

(a)           This Agreement shall be legally binding when executed by the Company and accepted by Participant as described below, provided that no election of Participant will be binding unless Participant has accepted the Agreement and the terms of the Plan (as described below).

(b)           This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties.  This Agreement constitutes the entire agreement between the parties with respect to the RSUs, and supersedes any prior agreements or documents with respect to the RSUs.  No amendment, alteration, suspension, discontinuation or termination of this Agreement which may impose any additional obligation upon the Company or impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed (or accepted electronically, if permitted in the sole discretion of the Committee) in the name and on behalf of the Company and by Participant.

(c)           Any Beneficiary designation made by Participant in accordance with this provision may be changed from time to time, without the consent of any previously designated Beneficiary (but subject to any spousal consent as may be required) by filing with the Executive Compensation & Equity Plans Department a notice of such change.   The change of Beneficiary designation shall become effective upon receipt by the Executive Compensation & Equity Plans Department.  In the event Participant’s Beneficiary would otherwise become entitled to a distribution hereunder, and all Beneficiaries designated by Participant are not then living, or if no valid Beneficiary designation is in effect, Participant’s estate or duly authorized personal representative shall be deemed to have been designated by Participant.

(d)           Any provision for distribution in settlement of Participant’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Participant or any Beneficiary any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Participant or any Beneficiary.  Participant or any Beneficiary entitled to any distribution hereunder shall be a general creditor of the Company.

(e)           Participant agrees and acknowledges that the Plan is discretionary in nature and the Company may amend, cancel or terminate the Plan at any time.  The grant of RSUs is a one-time benefit solely offered to employees and does not create any contractual or other right to receive a grant of RSUs or benefits in lieu of RSUs in the future.  Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of RSUs and vesting provisions.

(f)            Participant agrees and acknowledges that his or her participation in the Plan and his or her execution of this Agreement is voluntary.  The value of equity incentive awards generally and Participant’s RSUs specifically is an extraordinary item of compensation outside the scope of Participant’s employment contract, if any, and does not constitute compensation of any kind for services of any kind rendered to the Company (or any of its subsidiaries or affiliates).  As such, neither equity incentive awards generally nor Participant’s RSUs 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.

(g)           Participant acknowledges and agrees that he or she will have no claim or entitlement (1) to compensation or damages in consequence of the Termination of Employment with the Company (or any of its subsidiaries or affiliates) for any reason whatsoever and whether or not in breach of contract, insofar as such claim or entitlement arises or may arise from Participant ceasing to have any rights under the Plan or this Agreement, (2) to vest in his or her RSUs 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 his or her RSUs; and, upon the grant of Participant’s RSUs and in partial consideration for his or her participation in the Plan and this Agreement, Participant shall be deemed irrevocably to have waived any such claim or entitlement.

(h)           Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph.  Participant is not obliged to consent to such collection, use, processing and transfer of personal data.  However, failure to provide the consent may affect Participant’s ability to participate in the Plan.  The Company, its subsidiaries and its affiliates hold certain personal information about Participant, including Participant’s 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 the Company, details of Participant’s RSUs, all other equity incentive awards or any other rights or entitlements to Shares in your favor, for the purpose of managing and administering the Plan (“Data”).  The Company, its subsidiaries and/or its affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and the Company, its subsidiaries and/or its affiliates may each further transfer Data to any third parties assisting the Company 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.  Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her 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 Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares acquired pursuant to the Plan.  Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing his or her consent may affect Participant’s ability to participate in the Plan.  Participant acknowledges and agrees that his or her consent shall apply to any and all restricted stock unit awards made to him or her under the Plan or this Agreement, whether now or in the future.

(i)            Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan.  If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern, except as otherwise specifically provided herein.

(j)            THE PLAN AND THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.  INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.  ANY LEGAL PROCEEDING ARISING OUT OF THE 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.

*  *  *  *  *

If you do not want to accept your RSUs on the terms and conditions set out in this Agreement, the Plan and/or any related documents, you may choose the “Reject” button.  Your RSUs will then be cancelled and no other benefit will be due to you in lieu thereof.  If you do not either “Accept” or “Reject” your RSUs within 60 days from the Grant Date, we will assume that you want to accept your RSUs and that you agree to the terms and conditions set out in this Agreement, the Plan and/or any related documents.

By choosing the “Accept” button, you accept your RSUs as described above and the terms and conditions set out in this Agreement, the Plan and any related documents.  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 & Chief Executive Officer

Exhibit 10.39 Form C

RESTRICTED STOCK UNIT GRANT AGREEMENT

RESTRICTED STOCK UNITS GRANTED UNDER THE
1998 IMS HEALTH INCORPORATED EMPLOYEES’ STOCK INCENTIVE PLAN

This Restricted Stock Unit Grant Agreement, including the Terms and Conditions provided herewith (together, the “Agreement”), confirms the grant of Restricted Stock Units (“RSUs”) as of                                           (the “Grant Date”) by the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of IMS Health Incorporated (the “Company”) as follows:

Participant Granted RSUs:

Number of RSUs Granted:

The RSUs are granted under the 1998 IMS Health Incorporated Employees’ Stock Incentive Plan (the “Plan”).  The RSUs are subject to all the terms and conditions of the Plan, which is provided herewith and incorporated herein by reference, and are subject to the terms and conditions of this Agreement.

The RSUs will vest in four equal annual installments beginning on the first anniversary of the Grant Date if Participant’s employment with the Company or a Subsidiary continues through the vesting date, except as otherwise provided in the Plan and this Agreement.

Participant acknowledges and agrees that (i) until an RSU has become vested in accordance with Section 2(a) hereof, such RSU will be subject to a risk of forfeiture to the extent provided in such Section 2, and (ii) until the time each RSU becomes vested, such RSU shall be generally nontransferable, as provided in Section 3 hereof.

IN WITNESS WHEREOF, IMS Health Incorporated has caused this Agreement to be executed by its officer thereunto duly authorized.

By the Company’s signature, and Participant’s acceptance of these RSUs (as described in the attached Terms and Conditions), the Company and Participant agree to the terms of this Agreement. 

IMS HEALTH INCORPORATED

David R. Carlucci

Chairman & Chief Executive Officer

TERMS AND CONDITIONS
OF RESTRICTED STOCK UNITS

1.             Restricted Stock Units

Each Restricted Stock Unit (“RSU”) represents a generally nontransferable, conditional right to receive one share of the Company’s Common Stock (a “Share”) at a specified future date, together with a right to receive payments equivalent to dividends paid on Shares (“Dividend Equivalents”) and other rights, subject to the terms and conditions of the 1998 IMS Health Incorporated Employees’ Stock Incentive Plan (the “Plan”) and this Agreement.  RSUs are bookkeeping units, and do not represent ownership of Shares or any other equity security.  The Company shall maintain a bookkeeping account on behalf of Participant (the “Account”) reflecting the number of RSUs then credited to Participant hereunder as a result of this grant of RSUs and any crediting of additional RSUs to Participant pursuant to payments of Dividend Equivalents under Section 5.  For purposes of this Agreement, the term RSUs includes RSUs as to which the risk of forfeiture under Section 2 has lapsed.

2.             Vesting and Forfeiture

(a)           RSUs granted hereunder shall vest (meaning that the risk of forfeiture of such RSUs under this Section 2 shall lapse; such RSUs shall remain subject to Section 6) at the scheduled lapse date as described on the cover page of this Agreement, except that all RSUs shall vest on an accelerated basis upon Termination of Employment by reason of death or Disability.  Each RSU credited as a result of Dividend Equivalents on a forfeitable RSU and any cash amount payable as Dividend Equivalents on a forfeitable RSU under Section 5(a) shall vest at the time of vesting of the forfeitable RSU which gives rise, directly or indirectly, to the crediting of such Dividend Equivalent RSU or cash.  Each RSU credited as a result of Dividend Equivalents on a then non-forfeitable RSU under Section 5(a) shall be fully vested and non-forfeitable from and after the date of such crediting, and any cash amount credited as Dividend Equivalents on a then non-forfeitable RSU shall be deemed to be fully vested and non-forfeitable at the time it is credited and shall be paid at the time of settlement.

(b)           In the event of Participant’s Termination of Employment, all RSUs that are not vested at or prior to the time of such Termination shall be forfeited, unless otherwise determined by the Committee.  Thus, upon Participant’s voluntary Termination of Employment or a Termination of Employment by the Company for Cause, unvested RSUs generally will be forfeited.

(c)           For purposes of this Agreement, a Termination of Employment shall mean a termination of Participant’s employment with the Company or a subsidiary or affiliate of the Company if, immediately thereafter, Participant is not employed by any of the Company or its subsidiaries or affiliates.

(d)           For purposes of this Agreement, Cause shall have the meaning defined in an employment agreement between the Company (or a subsidiary or affiliate) and Participant in effect at the time of Termination of Employment or, if there is no such employment agreement, Cause shall mean (1) willful malfeasance or willful misconduct by Participant in connection with his or her employment, (2) continuing failure to perform such duties as are requested by any employee to whom Participant reports, directly or indirectly, or by the board of directors of either the Company or the subsidiary or affiliate that employs

Participant, (3) failure by Participant to observe policies of the Company or his or her employer applicable to Participant, or (4) the commission by Participant of (i) any felony or (ii) any misdemeanor involving moral turpitude.

3.             Nontransferability

Until the time each RSU becomes vested in accordance with Section 4 below, such RSU shall not be transferable or assignable other than by will or by the laws of descent and distribution or to a designated Beneficiary in the event of Participant’s death, and no such transfer shall be effective to bind the Company unless the Committee shall have been furnished with a copy of such will, Beneficiary designation, or such other evidence as the Committee may deem necessary to establish the validity of the transfer.

4.             Settlement

RSUs granted hereunder, together with RSUs credited as a result of Dividend Equivalents, shall be settled by delivery of one Share for each RSU being settled.  Settlement of an RSU granted hereunder shall occur upon the lapse of the risk of forfeiture of such RSU under Section 2, within 60 days after such lapse.  Settlement of RSUs that directly or indirectly result from Dividend Equivalents on RSUs granted hereunder shall occur at the time of settlement of the granted RSU.

5.             Dividend Equivalents and Adjustments

(a)           Dividend Equivalents shall be paid or credited on RSUs (other than RSUs that, at the relevant record date, previously have been settled or forfeited) as follows:

(i)Cash Dividends.  If the Company declares and pays a dividend or distribution on Common Stock in the form of cash and the record date for such cash dividend is prior to the settlement of the associated RSU, then a Participant shall be entitled to Dividend Equivalents calculated at the time of such settlement and credited and paid in cash at settlement, without interest.

(ii)Non-Share Dividends.  If the Company declares and pays a dividend or distribution on Common Stock in the form of property other than Shares, then a number of additional RSUs shall be credited to Participant’s Account as of the payment date for such dividend or distribution equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution multiplied by the Fair Market Value of such property actually paid as a dividend or distribution on each outstanding Share at such payment date, divided by the Fair Market Value of a Share at such payment date.

(iii)Common Stock Dividends and Splits.  If the Company declares and pays a dividend or distribution on Common Stock in the form of additional Shares, or there occurs a forward split of Common Stock, then a number of additional RSUs shall be credited to Participant’s Account as of the payment date for such dividend or distribution or forward split equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution or split multiplied by the number of additional Shares actually paid as a dividend or distribution or issued in such split in respect of each outstanding Share.

(b)           The number of RSUs credited to Participant’s Account shall be

appropriately adjusted, in order to prevent dilution or enlargement of Participant’s rights with respect to RSUs, to reflect any changes in the outstanding Shares resulting from any event referred to in Section 10(a) of the Plan, taking into account any RSUs credited to Participant in connection with such event under Section 5(a) hereof.

6.             Forfeiture of RSUs and Shares Acquired Upon Prior Vesting and Settlement

The greatest assets of IMS HEALTH, its subsidiaries 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 Participant directly or indirectly engages in any of the “Detrimental Activities” defined below:

(a)any unvested RSUs shall automatically be forfeited on the later of the date of Participant’s Termination of Employment or the date IMS HEALTH becomes aware of Participant’s Detrimental Activity, without regard to the provisions of Section 2; and

(b)Participant shall forfeit to the Company any RSUs that vested and the resulting Shares acquired upon settlement during the one year prior to, or at any time after, the date of the earliest actual occurrence of Participant’s Detrimental Activity (the “Forfeiture Period”).  These Shares shall be forfeited by Participant and are payable to the Company at the later of the date of Participant’s Termination of Employment or the date IMS HEALTH becomes aware of Participant’s Detrimental Activity.  If Participant has disposed of such Shares during the Forfeiture Period, Participant’s obligation to repay Shares upon such forfeiture will continue (payment of cash or other property is not permitted), so that Participant will be required to acquire replacement Shares and deliver them to the Company in settlement of Participant’s forfeiture obligation without regard to any subsequent market price increase or decrease from the date of exercise.  If Participant fails to promptly deliver forfeited Shares and if, apart from this Agreement, the Company is obligated to pay any cash amount to Participant, the Company, as a setoff, may use such cash to purchase Shares in the open market on Participant’s behalf, which Shares will be retained by the Company in settlement of Participant’s 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 Participant is using or disclosing it in the course of Participant’s job with such IMS HEALTH Company;

·during the period beginning the Date of Grant and ending twelve months after Participant leaves his or her 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 Participant 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 Participant 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 Participant’s 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.

7.Other Terms Relating to RSUs

(a)           The number of RSUs credited to a Participant’s Account shall include fractional RSUs calculated to at least three decimal places, unless otherwise determined by the Committee.  Upon settlement of RSUs, Participant shall be paid, in cash, an amount equal to the value of any fractional share that would have otherwise been deliverable in settlement of such RSUs, unless the Company arranges to deliver shares to an account of Participant to which fractional shares may be credited without requiring the Company to in fact issue a fractional share.

(b)           It shall be a condition to the obligation of the Company to issue and deliver Shares in settlement of the RSUs that Participant (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 or other taxes.  If the amount requested is not paid, the Company may refuse to deliver the Shares in settlement of the RSUs until such amount is paid.  Unless otherwise determined by the Committee or unless Participant (or a Beneficiary) has prior to the settlement date made alternative arrangements satisfactory to the Company to pay withholding taxes applicable upon settlement, the Company shall withhold from the Shares to be delivered in settlement of the RSUs that number of Shares having a fair market value equal to the amount of such 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.

8.             Miscellaneous

(a)           This Agreement shall be legally binding when executed by the Company and accepted by Participant as described below, provided that no election of Participant will be binding unless Participant has accepted the Agreement and the terms of the Plan (as described below).

(b)           This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties.  This Agreement constitutes the entire agreement between the parties with respect to the RSUs, and supersedes any prior agreements or documents with respect to the RSUs.  No amendment, alteration, suspension, discontinuation or termination of this Agreement which may impose any additional obligation upon the Company or impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed (or accepted electronically, if permitted in the sole discretion of the Committee) in the name and on behalf of the Company and by Participant.

(c)           Any Beneficiary designation made by Participant in accordance with this provision may be changed from time to time, without the consent of any previously designated Beneficiary (but subject to any spousal consent as may be required) by filing with the Executive Compensation & Equity Plans Department a notice of such change.   The change of Beneficiary designation shall become effective upon receipt by the Executive Compensation & Equity Plans Department.  In the event Participant’s Beneficiary would otherwise become entitled to a distribution hereunder, and all Beneficiaries designated by Participant are not then living, or if no valid Beneficiary designation is in effect, Participant’s estate or duly authorized personal representative shall be deemed to have been designated by Participant.

(d)           Any provision for distribution in settlement of Participant’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Participant or any Beneficiary any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Participant or any Beneficiary.  Participant or any Beneficiary entitled to any distribution hereunder shall be a general creditor of the Company.

(e)           Participant agrees and acknowledges that the Plan is discretionary in nature and the Company may amend, cancel or terminate the Plan at any time.  The grant of RSUs is a one-time benefit solely offered to employees and does not create any contractual or other right to receive a grant of RSUs or benefits in lieu of RSUs in the future.  Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of RSUs and vesting provisions.

(f)            Participant agrees and acknowledges that his or her participation in the Plan and his or her execution of this Agreement is voluntary.  The value of equity incentive awards generally and Participant’s RSUs specifically is an extraordinary item of compensation outside the scope of Participant’s employment contract, if any, and does not constitute compensation of any kind for services of any kind rendered to the Company (or any of its subsidiaries or affiliates).  As such, neither equity incentive awards generally nor Participant’s RSUs 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.

(g)           Participant acknowledges and agrees that he or she will have no claim or entitlement (1) to compensation or damages in consequence of the Termination of Employment with the Company (or any of its subsidiaries or affiliates) for any reason whatsoever and whether or not in breach of contract, insofar as such claim or entitlement arises or may arise from Participant ceasing to have any rights under the Plan or this Agreement, (2) to vest in his or her RSUs 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 his or her RSUs; and, upon the grant of Participant’s RSUs and in partial consideration for his or her participation in the Plan and this Agreement, Participant shall be deemed irrevocably to have waived any such claim or entitlement.

(h)           Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph.  Participant is not obliged to consent to such collection, use, processing and transfer of personal data.  However, failure to provide the consent may affect Participant’s ability to participate in the Plan.  The Company, its subsidiaries and its affiliates hold certain personal information about Participant, including Participant’s 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 the Company, details of Participant’s RSUs, all other equity incentive awards or any other rights or entitlements to Shares in your favor, for the purpose of managing and administering the Plan (“Data”).  The Company, its subsidiaries and/or its affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and the Company, its subsidiaries and/or its affiliates may each further transfer Data to any third parties assisting the Company 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.  Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her 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 Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares acquired pursuant to the Plan.  Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing his or her consent may affect Participant’s ability to participate in the Plan.  Participant acknowledges and agrees that his or her consent shall apply to any and all restricted stock unit awards made to him or her under the Plan or this Agreement, whether now or in the future.

(i)            Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan.  If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern, except as otherwise specifically provided herein.

(j)            THE PLAN AND THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.  INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.  ANY LEGAL PROCEEDING ARISING OUT OF THE 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.

*  *  *  *  *

If you do not want to accept your RSUs on the terms and conditions set out in this Agreement, the Plan and/or any related documents, you may choose the “Decline” button.  Your RSUs will then be cancelled and no other benefit will be due to you in lieu thereof.  If you do not either “Accept” or “Decline” your RSUs within 60 days from the Grant Date, we will assume that you want to accept your RSUs and that you agree to the terms and conditions set out in this Agreement, the Plan and/or any related documents.

By choosing the “Accept” button, you accept your RSUs as described above and the terms and conditions set out in this Agreement, the Plan and any related documents.  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 & Chief Executive Officer

EX-10.41

Exhibit 10.41

TIER-2

CHANGE-IN-CONTROL AGREEMENT

FOR CERTAIN EXECUTIVES

OF IMS HEALTH INCORPORATED

[Date]

PERSONAL AND CONFIDENTIAL

[Name and Title]

IMS Health Incorporated

Dear [           ]:

IMS Health Incorporated (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel.  In this connection, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of such personnel to the detriment of the Company and its stockholders.  As you are a skilled and dedicated executive with important management responsibilities and talents, the Company believes that its best interests will be served if you are encouraged to remain with the Company.

The Company has determined that your ability to perform your responsibilities and utilize your talents for the benefit of the Company, and the Company’s ability to retain you as an employee, will be significantly enhanced if you are provided with fair and reasonable protection from the risks of a change in ownership or control of the Company.  Accordingly, in order to induce you to remain in the employ of the Company, you and the Company agree as follows:

1. Term of Agreement.

(a) Generally.  Except as provided in Section 1(b) hereof, (i) this Agreement shall be effective as of January 1, 2007 and shall continue in effect through December 31, 2008, and (ii) commencing on January 1, 2009, and each January 1 thereafter, this Agreement shall be automatically extended for one additional year unless, not later than November 30th of the preceding year, either party to this Agreement gives notice to the other that the Agreement shall not be extended under this Section 1(a); provided, however, that no such notice by the Company shall be effective if a Change in Control or Potential Change in Control (both as defined herein) shall have occurred prior to the date of such notice.

(b) Upon a Change in Control.  If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 24 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the “Protected Period”).

2. Change in Control; Potential Change in Control.

(a) A “Change in Control” shall be deemed to have occurred if, during the term of this Agreement:

(i) any “Person,” as such term is used for purposes of Section 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 under 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;

(ii) during any period of twenty-four months (not including any period prior to the effectiveness of this Agreement), 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)(a)(i), (iii) or (iv) hereof, (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) 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 (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;

(iv) 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

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

(b) A “Potential Change in Control” shall be deemed to have occurred if:

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

2

(ii) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

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

(c) Employee Covenants.  You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control, you will remain in the employ of the Company until the earliest of (i) a date which is 180 days from the occurrence of such Potential Change in Control, (ii) the termination of your employment by reason of Disability (as defined herein) or (iii) the date on which you first become entitled under this Agreement to receive the benefits provided in Section 3(b) hereof.

(d) Company Covenant Regarding Potential Change in Control or Change in Control.  In the event of a Potential Change in Control or a Change in Control, the Company shall, not later than 15 days thereafter, have established one or more rabbi trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential obligations of the Company that would arise assuming consummation of a Change in Control and a subsequent termination of your employment under Section 3(b).  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 or otherwise extinguished, 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.

3. Termination.

(a) Termination by the Company for Cause, by You Without Good Reason, or by Reason of Death or Disability.  If during the Protected Period your employment by the Company is terminated by the Company for Cause, by you without Good Reason, or because of your death or Disability, the Company shall be relieved of its obligation to make any payments to you other than (i) its payment of amounts otherwise accrued and owing but not yet paid and (ii) any amounts payable under then-existing employee benefit programs at the time such amounts are due.

(b) Termination by the Company Without Cause or by You for Good Reason.  If during the Protected Period your employment by the Company is terminated by the Company without Cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b).  If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination.  Your continued employment shall not constitute consent to, or a waiver

3

of rights with respect to, any circumstances constituting Good Reason hereunder.  The compensation and benefits provided under this Section 3(b) are as follows:

(i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, on the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due in accordance with the terms of such compensation or benefit plan.

(ii) In the payroll period next following the payroll period in which your Date of Termination occurs, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to three times the sum of:

(A) the greater of (I) your annual base salary in effect immediately prior to the Change in Control of the Company or (II) your annual base salary in effect at the time Notice of Termination is given; and

(B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, the annual bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs.

(iii) In the payroll period next following the payroll period in which your Date of Termination occurs, the Company shall pay to you, in lieu of amounts which may otherwise be payable to you under the Executive Annual Incentive Plan or any other bonus plan (the “Bonus Plan”), an amount in cash equal to (A) that portion of your annual target bonus payable in cash 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 you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress for any bonus payable to you in stock under all Bonus Plans in effect at the time of termination.

(iv) The Company shall provide you with a cash allowance for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 36-month period following your termination of employment.  Payments of such cash allowance shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by you in connection with outplacement and job search activities.

(v)  Notwithstanding the provisions of your Restrictive Covenant Agreement with the Company, your agreement set forth in such Restrictive Covenant Agreement not to compete with the Company for one year after your termination of employment shall not apply; however, the other provisions of your Restrictive Covenant Agreement shall remain in full force and effect, including without limitation, the non-solicitation, non-disclosure, confidentiality and non-disparagement covenants set forth therein.

4

(vi)  If you are an expatriate, you will be repatriated, at the Company’s expense, to your home country or to any other country you choose provided that the Company’s cost for your repatriation will not exceed the cost the Company would have incurred had it repatriated you to your home country.  Your repatriation allowances and benefits will be as described in the Company’s Long-Term Assignment Policy but there will be no claw-back of any relocation costs by reason of the early termination of your assignment.

(vii) During the 36-month period following your termination of employment, you will receive fully subsidized COBRA coverage (grossed up for your taxes) under the Company’s health plan for so long as it is available and thereafter you will be paid cash payments equivalent on an after-tax basis to the value of the health plan benefits you would have received under the Company’s health plan had you continued to be employed during such 36-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such health plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  You will also receive during such 36-month period cash payments equivalent on an after-tax basis to the value of the life insurance benefits you would have received under the Company’s life insurance plan had you continued to be employed during such 36-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the life insurance plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such life insurance plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  Notwithstanding the foregoing, the benefits described in this Section 3(b)(vii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 36-month period following your termination.

(viii) When you attain age 55, if you are eligible to participate in the Company’s retiree health and life insurance plans, you will receive monthly payments from the Company to reimburse you for your cost to participate in those plans, grossed up for your taxes.  If you are not eligible to participate in the Company’s retiree health and life insurance plans, you will instead receive cash payments equivalent on an after-tax basis to the value of the retiree health and life insurance benefits you would have received under the Company’s retiree health and life insurance plans (providing benefits no less than those provided in the year in which you first entered into a Change in Control Agreement with the Company) had you qualified for full retiree health and life insurance benefits under the Company’s retiree health and life insurance plans, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health and life insurance benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  Notwithstanding the foregoing, the benefits described in this Section 3(b)(viii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) or otherwise following your attainment of age 55.

(c) Excise Tax.  In the event you become entitled to any amounts payable in connection with a Change in Control (whether or not such amounts are payable pursuant to this Agreement) (the “Severance Payments”), if any of such

5

Severance Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified herein an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 3(c), shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the “Total Payments”) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 3(c)(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.  In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of your employment, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code.  In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess ten days after the time that the amount of such excess is finally determined.  The payments provided for in this Section 3(c) shall be made on the fifteenth day following your Date of Termination; provided, however, that if the amount of such payments cannot be finally determined on or before such day, the Company shall pay you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as

6

administratively practicable in compliance with Section 409A of the Code and the proposed and final Treasury Regulations thereunder, as the same may be amended from time to time (the “Regulations”) but in no event later than the thirtieth day after your Date of Termination subject, however, to any delay in the payment date as a result of Section 3(d) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code).  In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you, payable on the fifteenth day after the demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(d) Delay in Payment to Specified Employees.  Anything in this Agreement to the contrary notwithstanding, payments to be made under this Agreement upon your termination of employment which are subject to Section 409A of the Code shall be delayed for six months following such termination of employment if you are a “Specified Employee” as defined in Section 3(f) on your Date of Termination.  Any payment due within such six-month period shall be delayed to the end of such six-month period. The Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following your Date of Termination. Notwithstanding the foregoing, if calculation of the amounts payable by any payment date specified in this Section 3(d) is not administratively practicable due to events beyond your control (or the control of your beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations.  In the event of your death during such six-month period, payment will be made in the payroll period next following the payroll period in which your death occurs.

(e) Notice.  During the Protected Period, any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto.

(f) Certain Definitions.  Except as otherwise indicated in this Agreement, all definitions in this Section 3(f) shall be applicable during the Protected Period only.

(i) Cause.  “Cause” shall mean termination on account of (A) the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or Disability or any failure after the issuance of a Notice of Termination by you for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of the Company and/or its subsidiaries, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties and the demonstrable and material damage caused thereby or (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.  No act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was

7

in the best interest of the Company.  Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you 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 you and an opportunity for you, together with your counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, you were guilty of conduct set forth above in this Section 3(f)(i) and specifying the particulars thereof in detail.

(ii) Date of Termination.  “Date of Termination” shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such 30-day period) or (B) if your employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination for Cause, shall not be less than 30 days from the date such Notice of Termination is given and, in the case of a termination for Good Reason, shall not be less than 15 nor more than 60 days from the date such Notice of Termination is given).

(iii) Disability.  “Disability” shall mean your absence from the full-time performance of your duties with the Company for six consecutive months as a result of your incapacity due to physical or mental illness or disability, and within 30 days after written Notice of Termination is thereafter given you shall not have returned to the full-time performance of your duties.

(iv) Good Reason.  “Good Reason” shall mean, without your express written consent, the occurrence upon or after a Change in Control of any of the following circumstances unless, in the case of Sections 3(f)(iv)(A), (D), (F) or (G) hereof, 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 you of any duties inconsistent with the position in the Company that you held immediately prior to the Change in Control, or an adverse alteration in the nature or status of your responsibilities or the conditions of your employment from those in effect immediately prior to such Change in Control;

(B) a reduction by the Company in your annual base salary, any target bonus or perquisites as in effect immediately prior to the Change in Control or as the same may be increased from time to time except for across-the-board perquisite reductions similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company;

(C) the relocation of the principle place of your employment to a location more than 50 miles from the location of such place of employment on the date of this Agreement except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations prior to the Change in Control;

(D) the failure by the Company to pay to you any portion of your compensation or to pay to you 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 you participated immediately prior to

8

the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your 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 your participation relative to other participants, as existed at the time of the Change in Control;

(F) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 7 hereof; or

(G) any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(f)(v) (and, if applicable, the requirements of Section 3(f)(i) hereof), which purported termination shall not be effective for purposes of this Agreement.

(v) Notice of Termination.  “Notice of Termination” shall mean notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(vi) Specified Employee. “Specified Employee” shall mean an employee of the Company 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. Notwithstanding the foregoing, all employees who are nonresident aliens during an entire calendar year are excluded for purposes of determining which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for such calendar year. The term “nonresident alien” as used herein shall have the meaning set forth in Regulations Section 1.409A-1(j).  In the event of any corporate spinoff or merger, the determination of which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for any calendar year shall be determined in accordance with Regulations Section 1.409A-1(i)(2).

4. Mitigation.  Except as provided in Sections 3(b)(vii) and (viii) and Section 6 hereof, you shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise.

5.  Release of Employment Claims.  You agree, as a condition to your receipt of the compensation and benefits provided for under this Agreement, that you will execute a general release agreement, in substantially the form set forth as Attachment A to this Agreement, releasing any and all claims arising out of your employment other than: (a) the enforcement of this Agreement; (b) with respect to vested rights or rights provided for under any benefit plan or arrangement of the Company; or (c) rights to indemnification under any agreement, law, Company organizational document or policy, or otherwise.

9

6.  Forfeiture.  Except as otherwise provided in Section 3(b)(v) of this Agreement, if you willfully and materially fail to comply with the terms of your Restrictive Covenant Agreement with the Company or if you willfully and materially fail to comply with Section 2(c) or Section 5 of this Agreement, all compensation and benefits provided for under this Agreement shall be immediately forfeited. Notwithstanding the foregoing, you shall not forfeit any compensation or benefits provided for under this Agreement unless and until there shall have been delivered to you, within six months after the Board (a) had knowledge of conduct or an event allegedly constituting grounds for such forfeiture and (b) had reason to believe that such conduct or event could be grounds for such forfeiture, a copy of a resolution duly adopted by a majority affirmative vote of the membership of the Board at a meeting of the Board called and held for such purpose (after giving you reasonable notice specifying the nature of the grounds for such forfeiture and not less than 30 days to correct the acts or omissions complained of, if correctable, and affording you the opportunity, together with your counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, you have engaged and continue to engage in conduct which constitutes grounds for forfeiture of your compensation and benefits under this Agreement; provided, however, that in the event that you shall have already received any compensation or benefits under this Agreement before the Board makes the determination described in this sentence, you shall immediately reimburse the Company for such compensation and/or benefits following such determination by the Board. The forfeiture of any compensation or benefits provided for under this Agreement by reason of this Section 6 shall apply to such compensation and benefits notwithstanding any other term or provision of this Agreement or any other agreement or plan.

7. Successors; Binding Agreement.

(a) 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 this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(b) This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  In the event of your death, all amounts otherwise payable to you hereunder shall, unless otherwise provided herein, be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

8. Notice.  Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when (a) personally delivered or (b) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement; provided that all notice to the Company shall be directed to the attention of the Board with a copy to the General Counsel of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

9. Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and

10

signed by you and such officer as may be designated by the Board.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time.  Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.  The obligations of the Company under this Agreement shall survive the expiration of this Agreement to the extent necessary to give effect to this Agreement.

10. Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11. Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

12. Entire Agreement.  This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and during the term of this Agreement supersedes the provisions of all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereof with respect to the subject matter contained herein.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  Notwithstanding anything to the contrary in this Agreement, the procedural provisions of this Agreement shall apply to all benefits payable as a result of a Change in Control (or other change in control) under any employee benefit plan, agreement, program, policy or arrangement of the Company.  The foregoing notwithstanding, in the event of any conflict or ambiguity between this Agreement and any employment agreement executed by you and the Company, the provisions of such employment agreement shall govern; but no payment or benefit under this Agreement shall be made or extended which duplicates any payment or benefit under any such employment agreement.

13.  Governing Law.    This Agreement is governed by and is to be construed, administered, and enforced in accordance with the laws of the State of Connecticut, without regard to conflicts of law principles. If under the governing law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, ordinance, or other principle of law, such portion shall be deemed to be modified or altered to the extent necessary to conform thereto or, if that is not possible, to be omitted from this Agreement. The invalidity of any such portion shall not affect the force, effect, and validity of the remaining portion hereof. Anything in this Agreement to the contrary notwithstanding, the terms of this Agreement shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder and the Company shall have no right to accelerate or make any payment under this Agreement except to the extent permitted under Section 409A of the Code.  The Company shall have no obligation, however, to reimburse you for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability you may incur under Section 409A of the Code except that this provision shall not apply in the event of the Company’s negligence or willful disregard in interpreting the application of Section 409A of the Code to this Agreement which negligence or willful disregard causes you to become subject to a tax penalty or interest payable under Section 409A of the Code nor shall

11

this provision be interpreted to limit any gross-up payable to you under Section 3(c) of this Agreement.

14.    Reimbursement of Expenses in Enforcing Rights.    All reasonable costs and expenses (including fees and disbursements of counsel) incurred by you in seeking to interpret this Agreement or enforce rights pursuant to this Agreement shall be paid on behalf of or reimbursed to you promptly by the Company, whether or not you are successful in asserting such rights; provided, however, that no reimbursement shall be made of such expenses relating to any unsuccessful assertion of rights if and to the extent that your assertion of such rights was in bad faith or frivolous, as determined by arbitrators in accordance with Section 15 or a court having jurisdiction over the matter.  Any such payment or reimbursement shall be made in a lump sum in the month next following the month in which such costs and expenses are incurred subject to your submission of receipts for such expenses.

15.    Arbitration.    Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Fairfield, Connecticut by three arbitrators in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at the time of submission to arbitration. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. For purposes of entering any judgment upon an award rendered by the arbitrators, the Company and you hereby consent to the jurisdiction of any or all of the following courts: (a) the United States District Court for the District of Connecticut, (b) any of the courts of the State of Connecticut, or (c) any other court having jurisdiction. The Company and you further agree that any service of process or notice requirements in any such proceeding shall be satisfied if the rules of such court relating thereto have been substantially satisfied. The Company and you hereby waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to such jurisdiction and any defense of inconvenient forum. The Company and you hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to Section 14, the Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 15 and shall pay such costs and expenses in the tax year in which incurred. Notwithstanding any provision in this Section 15, you shall be paid during the pendency of any dispute or controversy arising under or in connection with this Agreement.

16.    Interest on Unpaid Amounts.    Any amount which has become payable pursuant to the terms of this Agreement or any decision by arbitrators or judgment by a court of law pursuant to Section 15 but which has not been timely paid shall bear interest at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank, except as otherwise provided in Section 3(d) of this Agreement (concerning interest payable with respect to delayed payments under Section 409A of the Code).

12

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on this subject.

IMS HEALTH INCORPORATED
By:
	Chairman and Chief Executive Officer

Agreed to this                                       day

of                                                      , 2007.

13

ATTACHMENT A

RELEASE

We advise you to consult an attorney before you sign this Release.  You have until the date which is seven (7) days after the Release is signed and returned to IMS Health Incorporated to change your mind and revoke your Release.  Your Release shall not become effective or enforceable until after that date.

In consideration for the benefits provided under your Change-in-Control Agreement with IMS Health Incorporated (the “Agreement”), by your signature below, you, for yourself and on behalf of your heirs, executors, agents, representatives, successors and assigns, hereby release and forever discharge IMS Health Incorporated, its past and present parent corporations, subsidiaries, divisions, subdivisions, affiliates and related companies (collectively, the “Company”) and the Company’s past, present and future agents, directors, officers, employees, representatives, assigns, stockholders, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs), and any other persons acting by, through, under or in concert with any of the persons or entities listed herein, and their successors (hereinafter “those associated with the Company”) and with respect to any and all claims, demands, actions and liabilities, whether in law or equity, which you may have against the Company or those associated with the Company of whatever kind, including but not limited to those arising out of your employment with the Company or the termination of that employment.  You agree that this Release covers, but is not limited to, claims arising under the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Fair Labor Standards Act, 29 U.S.C. § 201 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act of 1993 and any local, state or federal law, regulation or order providing workers’ compensation benefits, restricting an employer’s right to terminate employees or otherwise regulating employment, enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith, or dealing with discrimination in employment on the basis of sex, race, color, national origin, veteran status, marital status, religion, disability, handicap, or age.  You also agree that this Release includes claims based on wrongful termination of employment, breach of contract (express or implied), tort, or claims otherwise related to your employment or termination of employment with the Company and any claim for attorneys’ fees, expenses or costs of litigation.

This Release covers all claims based on any facts or events, whether known or unknown by you, that occurred on or before the date of this Release. You expressly waive all rights you might have under any law that is intended to protect you from waiving unknown claims and by your signature below indicate your understanding of the significance of doing so. Examples of released claims include, but are not limited to:  (a) claims that in any way relate to your employment with the Company, or the termination of that employment, such as claims for compensation, bonuses, commissions, lost wages, or unused accrued vacation or sick pay (other than under your Agreement); (b) claims that in any way relate to the design or administration of any employee benefit program; (c) claims that you have irrevocable or vested rights to severance or similar benefits (other than under your Agreement) or to post-employment health or group insurance benefits (other than under your Agreement); (d) any claim, such as a benefit claim, that was explicitly or implicitly denied before you signed this Release; (e) any claim you might have for extra benefits as a consequence of payments you receive because of signing this Release; or (f) any claim to attorneys’ fees or other indemnities.  Except to enforce your Agreement or this Release, you agree that you will never commence, prosecute, or cause to be commenced or

14

prosecuted any lawsuit or proceeding of any kind against the Company or those associated with the Company in any forum and agree to withdraw with prejudice all complaints or charges, if any, that you have filed against the Company or those associated with the Company.

Anything in this Release to the contrary notwithstanding, this Release does not include a release of:  (i) any of your rights under the Agreement;  (ii) any rights you may have to indemnification under any agreement, law, Company organizational document or policy, or otherwise; (iii) any rights you may have to benefits under the Company’s benefit plans except as otherwise provided in your Agreement or claims specifically identified in this Release; (iv) any rights or claims under the Age Discrimination in Employment Act or any other law that arise after you sign this Release; or (iii) your right to enforce this Release or any of the foregoing items described in this paragraph.

By signing this Release, you further agree as follows:

i.              You have read this Release carefully and fully understand its terms;

ii.             You have had at least twenty-one (21) days to consider the terms of the Release;

iii.            You have seven (7) days from the date you sign this Release to revoke it by written notification to the Company.  After this seven (7)-day period, this Release is final and binding and may not be revoked;

iv.            You have been advised to seek legal counsel and have had an opportunity to do so;

v.             You would not otherwise be entitled to the benefits provided under your Agreement had you not agreed to execute this Release; and

vi.            Your agreement to the terms set forth above is voluntary.

(The remainder of this page was intentionally left blank)

15

TIER-3

CHANGE-IN-CONTROL AGREEMENT

FOR CERTAIN EXECUTIVES

OF IMS HEALTH INCORPORATED

[Date]

PERSONAL AND CONFIDENTIAL

[Name and Title]

IMS Health Incorporated

Dear [              ]:

IMS Health Incorporated (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel.  In this connection, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of such personnel to the detriment of the Company and its stockholders.  As you are a skilled and dedicated executive with important management responsibilities and talents, the Company believes that its best interests will be served if you are encouraged to remain with the Company.

The Company has determined that your ability to perform your responsibilities and utilize your talents for the benefit of the Company, and the Company’s ability to retain you as an employee, will be significantly enhanced if you are provided with fair and reasonable protection from the risks of a change in ownership or control of the Company.  Accordingly, in order to induce you to remain in the employ of the Company, you and the Company agree as follows:

1. Term of Agreement.

(a) Generally.  Except as provided in Section 1(b) hereof, (i) this Agreement shall be effective as of January 1, 2007 and shall continue in effect through December 31, 2008, and (ii) commencing on January 1, 2009, and each January 1 thereafter, this Agreement shall be automatically extended for one additional year unless, not later than November 30th of the preceding year, either party to this Agreement gives notice to the other that the Agreement shall not be extended under this Section 1(a); provided, however, that no such notice by the Company shall be effective if a Change in Control or Potential Change in Control (both as defined herein) shall have occurred prior to the date of such notice.

(b) Upon a Change in Control.  If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 24 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the “Protected Period”).

2. Change in Control; Potential Change in Control.

(a) A “Change in Control” shall be deemed to have occurred if, during the term of this Agreement:

(i) any “Person,” as such term is used for purposes of Section 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 under 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;

(ii) during any period of twenty-four months (not including any period prior to the effectiveness of this Agreement), 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)(a)(i), (iii) or (iv) hereof, (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) 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 (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;

(iv) 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

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

(b) A “Potential Change in Control” shall be deemed to have occurred if:

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

2

(ii) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

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

(c) Employee Covenants.  You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control, you will remain in the employ of the Company until the earliest of (i) a date which is 180 days from the occurrence of such Potential Change in Control, (ii) the termination of your employment by reason of Disability (as defined herein) or (iii) the date on which you first become entitled under this Agreement to receive the benefits provided in Section 3(b) hereof.

(d) Company Covenant Regarding Potential Change in Control or Change in Control.  In the event of a Potential Change in Control or a Change in Control, the Company shall, not later than 15 days thereafter, have established one or more rabbi trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential obligations of the Company that would arise assuming consummation of a Change in Control and a subsequent termination of your employment under Section 3(b).  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 or otherwise extinguished, 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.

3. Termination.

(a) Termination by the Company for Cause, by You Without Good Reason, or by Reason of Death or Disability.  If during the Protected Period your employment by the Company is terminated by the Company for Cause, by you without Good Reason, or because of your death or Disability, the Company shall be relieved of its obligation to make any payments to you other than (i) its payment of amounts otherwise accrued and owing but not yet paid and (ii) any amounts payable under then-existing employee benefit programs at the time such amounts are due.

(b) Termination by the Company Without Cause or by You for Good Reason.  If during the Protected Period your employment by the Company is terminated by the Company without Cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b).  If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination.  Your continued employment shall not constitute consent to, or a waiver

3

of rights with respect to, any circumstances constituting Good Reason hereunder.  The compensation and benefits provided under this Section 3(b) are as follows:

(i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, on the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due in accordance with the terms of such compensation or benefit plan.

(ii) In the payroll period next following the payroll period in which your Date of Termination occurs, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to two times the sum of:

(A) the greater of (I) your annual base salary in effect immediately prior to the Change in Control of the Company or (II) your annual base salary in effect at the time Notice of Termination is given; and

(B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, the annual bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs.

(iii) In the payroll period next following the payroll period in which your Date of Termination occurs, the Company shall pay to you, in lieu of amounts which may otherwise be payable to you under the Executive Annual Incentive Plan or any other bonus plan (the “Bonus Plan”), an amount in cash equal to (A) that portion of your annual target bonus payable in cash 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 you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress for any bonus payable to you in stock under all Bonus Plans in effect at the time of termination.

(iv) The Company shall provide you with a cash allowance for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 24-month period following your termination of employment.  Payments of such cash allowance shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by you in connection with outplacement and job search activities.

(v) Notwithstanding the provisions of your Restrictive Covenant Agreement with the Company, your agreement set forth in such Restrictive Covenant Agreement not to compete with the Company for one year after your termination of employment shall not apply; however, the other provisions of your Restrictive Covenant Agreement shall remain in full force and effect, including without limitation, the non-solicitation, non-disclosure, confidentiality and non-disparagement covenants set forth therein.

4

(vi) If you are an expatriate, you will be repatriated, at the Company’s expense, to your home country or to any other country you choose provided that the Company’s cost for your repatriation will not exceed the cost the Company would have incurred had it repatriated you to your home country.  Your repatriation allowances and benefits will be as described in the Company’s Long-Term Assignment Policy but there will be no claw-back of any relocation costs by reason of the early termination of your assignment.

(vii) During the 24-month period following your termination of employment, you will receive fully subsidized COBRA coverage (grossed up for your taxes) under the Company’s health plan for so long as it is available and thereafter you will be paid cash payments equivalent on an after-tax basis to the value of the health plan benefits you would have received under the Company’s health plan had you continued to be employed during such 24-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such health plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  You will also receive during such 24-month period cash payments equivalent on an after-tax basis to the value of the life insurance benefits you would have received under the Company’s life insurance plan had you continued to be employed during such 24-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the life insurance plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such life insurance plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  Notwithstanding the foregoing, the benefits described in this Section 3(b)(vii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 24-month period following your termination.

(viii) When you attain age 55, if you are eligible to participate in the Company’s retiree health and life insurance plans, you will receive monthly payments from the Company to reimburse you for your cost to participate in those plans, grossed up for your taxes.  If you are not eligible to participate in the Company’s retiree health and life insurance plans, you will instead receive cash payments equivalent on an after-tax basis to the value of the retiree health and life insurance benefits you would have received under the Company’s retiree health and life insurance plans (providing benefits no less than those provided in the year in which you first entered into a Change in Control Agreement with the Company) had you qualified for full retiree health and life insurance benefits under the Company’s retiree health and life insurance plans, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health and life insurance benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  Notwithstanding the foregoing, the benefits described in this Section 3(b)(viii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) or otherwise following your attainment of age 55.

(c) Excise Tax.  In the event you become entitled to any amounts payable in connection with a Change in Control (whether or not such amounts are payable pursuant to this Agreement) (the “Severance Payments”), if any of such

5

Severance Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified herein an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 3(c), shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the “Total Payments”) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 3(c)(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.  In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of your employment, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code.  In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess ten days after the time that the amount of such excess is finally determined.  The payments provided for in this Section 3(c) shall be made on the fifteenth day following your Date of Termination; provided, however, that if the amount of such payments cannot be finally determined on or before such day, the Company shall pay you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as

6

administratively practicable in compliance with Section 409A of the Code and the proposed and final Treasury Regulations thereunder, as the same may be amended from time to time (the “Regulations”) but in no event later than the thirtieth day after your Date of Termination subject, however, to any delay in the payment date as a result of Section 3(d) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code).  In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you, payable on the fifteenth day after the demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(d) Delay in Payment to Specified Employees.  Anything in this Agreement to the contrary notwithstanding, payments to be made under this Agreement upon your termination of employment which are subject to Section 409A of the Code shall be delayed for six months following such termination of employment if you are a “Specified Employee” as defined in Section 3(f) on your Date of Termination.  Any payment due within such six-month period shall be delayed to the end of such six-month period. The Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following your Date of Termination. Notwithstanding the foregoing, if calculation of the amounts payable by any payment date specified in this Section 3(d) is not administratively practicable due to events beyond your control (or the control of your beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations.  In the event of your death during such six-month period, payment will be made in the payroll period next following the payroll period in which your death occurs.

(e) Notice.  During the Protected Period, any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto.

(f) Certain Definitions.  Except as otherwise indicated in this Agreement, all definitions in this Section 3(f) shall be applicable during the Protected Period only.

(i) Cause.  “Cause” shall mean termination on account of (A) the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or Disability or any failure after the issuance of a Notice of Termination by you for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of the Company and/or its subsidiaries, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties and the demonstrable and material damage caused thereby or (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.  No act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was

7

in the best interest of the Company.  Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you 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 you and an opportunity for you, together with your counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, you were guilty of conduct set forth above in this Section 3(f)(i) and specifying the particulars thereof in detail.

(ii) Date of Termination.  “Date of Termination” shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such 30-day period) or (B) if your employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination for Cause, shall not be less than 30 days from the date such Notice of Termination is given and, in the case of a termination for Good Reason, shall not be less than 15 nor more than 60 days from the date such Notice of Termination is given).

(iii) Disability.  “Disability” shall mean your absence from the full-time performance of your duties with the Company for six consecutive months as a result of your incapacity due to physical or mental illness or disability, and within 30 days after written Notice of Termination is thereafter given you shall not have returned to the full-time performance of your duties.

(iv) Good Reason.  “Good Reason” shall mean, without your express written consent, the occurrence upon or after a Change in Control of any of the following circumstances unless, in the case of Sections 3(f)(iv)(A), (D), (F) or (G) hereof, 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 you of any duties inconsistent with the position in the Company that you held immediately prior to the Change in Control, or an adverse alteration in the nature or status of your responsibilities or the conditions of your employment from those in effect immediately prior to such Change in Control;

(B) a reduction by the Company in your annual base salary, any target bonus or perquisites as in effect immediately prior to the Change in Control or as the same may be increased from time to time except for across-the-board perquisite reductions similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company;

(C) the relocation of the principle place of your employment to a location more than 50 miles from the location of such place of employment on the date of this Agreement except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations prior to the Change in Control;

(D) the failure by the Company to pay to you any portion of your compensation or to pay to you 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 you participated immediately prior to

8

the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your 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 your participation relative to other participants, as existed at the time of the Change in Control;

(F) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 7 hereof; or

(G) any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(f)(v) (and, if applicable, the requirements of Section 3(f)(i) hereof), which purported termination shall not be effective for purposes of this Agreement.

(v) Notice of Termination.  “Notice of Termination” shall mean notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(vi) Specified Employee. “Specified Employee” shall mean an employee of the Company 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. Notwithstanding the foregoing, all employees who are nonresident aliens during an entire calendar year are excluded for purposes of determining which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for such calendar year. The term “nonresident alien” as used herein shall have the meaning set forth in Regulations Section 1.409A-1(j).  In the event of any corporate spinoff or merger, the determination of which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for any calendar year shall be determined in accordance with Regulations Section 1.409A-1(i)(2).

4. Mitigation.  Except as provided in Sections 3(b)(vii) and (viii) and Section 6 hereof, you shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise.

5.  Release of Employment Claims.  You agree, as a condition to your receipt of the compensation and benefits provided for under this Agreement, that you will execute a general release agreement, in substantially the form set forth as Attachment A to this Agreement, releasing any and all claims arising out of your employment other than: (a) the enforcement of this Agreement; (b) with respect to vested rights or rights provided for under any benefit plan or arrangement of the Company; or (c) rights to indemnification under any agreement, law, Company organizational document or policy, or otherwise.

9

6.  Forfeiture.  Except as otherwise provided in Section 3(b)(v) of this Agreement, if you willfully and materially fail to comply with the terms of your Restrictive Covenant Agreement with the Company or if you willfully and materially fail to comply with Section 2(c) or Section 5 of this Agreement, all compensation and benefits provided for under this Agreement shall be immediately forfeited. Notwithstanding the foregoing, you shall not forfeit any compensation or benefits provided for under this Agreement unless and until there shall have been delivered to you, within six months after the Board (a) had knowledge of conduct or an event allegedly constituting grounds for such forfeiture and (b) had reason to believe that such conduct or event could be grounds for such forfeiture, a copy of a resolution duly adopted by a majority affirmative vote of the membership of the Board at a meeting of the Board called and held for such purpose (after giving you reasonable notice specifying the nature of the grounds for such forfeiture and not less than 30 days to correct the acts or omissions complained of, if correctable, and affording you the opportunity, together with your counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, you have engaged and continue to engage in conduct which constitutes grounds for forfeiture of your compensation and benefits under this Agreement; provided, however, that in the event that you shall have already received any compensation or benefits under this Agreement before the Board makes the determination described in this sentence, you shall immediately reimburse the Company for such compensation and/or benefits following such determination by the Board. The forfeiture of any compensation or benefits provided for under this Agreement by reason of this Section 6 shall apply to such compensation and benefits notwithstanding any other term or provision of this Agreement or any other agreement or plan.

7. Successors; Binding Agreement.

(a) 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 this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(b) This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  In the event of your death, all amounts otherwise payable to you hereunder shall, unless otherwise provided herein, be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

8. Notice.  Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when (a) personally delivered or (b) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement; provided that all notice to the Company shall be directed to the attention of the Board with a copy to the General Counsel of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

9. Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and

10

signed by you and such officer as may be designated by the Board.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time.  Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.  The obligations of the Company under this Agreement shall survive the expiration of this Agreement to the extent necessary to give effect to this Agreement.

10. Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11. Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

12. Entire Agreement.  This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and during the term of this Agreement supersedes the provisions of all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereof with respect to the subject matter contained herein.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  Notwithstanding anything to the contrary in this Agreement, the procedural provisions of this Agreement shall apply to all benefits payable as a result of a Change in Control (or other change in control) under any employee benefit plan, agreement, program, policy or arrangement of the Company.  The foregoing notwithstanding, in the event of any conflict or ambiguity between this Agreement and any employment agreement executed by you and the Company, the provisions of such employment agreement shall govern; but no payment or benefit under this Agreement shall be made or extended which duplicates any payment or benefit under any such employment agreement.

13.  Governing Law.    This Agreement is governed by and is to be construed, administered, and enforced in accordance with the laws of the State of Connecticut, without regard to conflicts of law principles. If under the governing law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, ordinance, or other principle of law, such portion shall be deemed to be modified or altered to the extent necessary to conform thereto or, if that is not possible, to be omitted from this Agreement. The invalidity of any such portion shall not affect the force, effect, and validity of the remaining portion hereof. Anything in this Agreement to the contrary notwithstanding, the terms of this Agreement shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder and the Company shall have no right to accelerate or make any payment under this Agreement except to the extent permitted under Section 409A of the Code.  The Company shall have no obligation, however, to reimburse you for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability you may incur under Section 409A of the Code except that this provision shall not apply in the event of the Company’s negligence or willful disregard in interpreting the application of Section 409A of the Code to this Agreement which negligence or willful disregard causes you to become subject to a tax penalty or interest payable under Section 409A of the Code nor shall

11

this provision be interpreted to limit any gross-up payable to you under Section 3(c) of this Agreement.

14.    Reimbursement of Expenses in Enforcing Rights.    All reasonable costs and expenses (including fees and disbursements of counsel) incurred by you in seeking to interpret this Agreement or enforce rights pursuant to this Agreement shall be paid on behalf of or reimbursed to you promptly by the Company, whether or not you are successful in asserting such rights; provided, however, that no reimbursement shall be made of such expenses relating to any unsuccessful assertion of rights if and to the extent that your assertion of such rights was in bad faith or frivolous, as determined by arbitrators in accordance with Section 15 or a court having jurisdiction over the matter.  Any such payment or reimbursement shall be made in a lump sum in the month next following the month in which such costs and expenses are incurred subject to your submission of receipts for such expenses.

15.    Arbitration.    Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Fairfield, Connecticut by three arbitrators in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at the time of submission to arbitration. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. For purposes of entering any judgment upon an award rendered by the arbitrators, the Company and you hereby consent to the jurisdiction of any or all of the following courts: (a) the United States District Court for the District of Connecticut, (b) any of the courts of the State of Connecticut, or (c) any other court having jurisdiction. The Company and you further agree that any service of process or notice requirements in any such proceeding shall be satisfied if the rules of such court relating thereto have been substantially satisfied. The Company and you hereby waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to such jurisdiction and any defense of inconvenient forum. The Company and you hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to Section 14, the Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 15 and shall pay such costs and expenses in the tax year in which incurred. Notwithstanding any provision in this Section 15, you shall be paid during the pendency of any dispute or controversy arising under or in connection with this Agreement.

16.    Interest on Unpaid Amounts.    Any amount which has become payable pursuant to the terms of this Agreement or any decision by arbitrators or judgment by a court of law pursuant to Section 15 but which has not been timely paid shall bear interest at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank, except as otherwise provided in Section 3(d) of this Agreement (concerning interest payable with respect to delayed payments under Section 409A of the Code).

12

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on this subject.

IMS HEALTH INCORPORATED
By:
	Chairman and Chief Executive Officer

Agreed to this                                       day

of                                                      , 2007.

13

ATTACHMENT A

RELEASE

We advise you to consult an attorney before you sign this Release.  You have until the date which is seven (7) days after the Release is signed and returned to IMS Health Incorporated to change your mind and revoke your Release.  Your Release shall not become effective or enforceable until after that date.

In consideration for the benefits provided under your Change-in-Control Agreement with IMS Health Incorporated (the “Agreement”), by your signature below, you, for yourself and on behalf of your heirs, executors, agents, representatives, successors and assigns, hereby release and forever discharge IMS Health Incorporated, its past and present parent corporations, subsidiaries, divisions, subdivisions, affiliates and related companies (collectively, the “Company”) and the Company’s past, present and future agents, directors, officers, employees, representatives, assigns, stockholders, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs), and any other persons acting by, through, under or in concert with any of the persons or entities listed herein, and their successors (hereinafter “those associated with the Company”) and with respect to any and all claims, demands, actions and liabilities, whether in law or equity, which you may have against the Company or those associated with the Company of whatever kind, including but not limited to those arising out of your employment with the Company or the termination of that employment.  You agree that this Release covers, but is not limited to, claims arising under the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Fair Labor Standards Act, 29 U.S.C. § 201 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act of 1993 and any local, state or federal law, regulation or order providing workers’ compensation benefits, restricting an employer’s right to terminate employees or otherwise regulating employment, enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith, or dealing with discrimination in employment on the basis of sex, race, color, national origin, veteran status, marital status, religion, disability, handicap, or age.  You also agree that this Release includes claims based on wrongful termination of employment, breach of contract (express or implied), tort, or claims otherwise related to your employment or termination of employment with the Company and any claim for attorneys’ fees, expenses or costs of litigation.

This Release covers all claims based on any facts or events, whether known or unknown by you, that occurred on or before the date of this Release. You expressly waive all rights you might have under any law that is intended to protect you from waiving unknown claims and by your signature below indicate your understanding of the significance of doing so. Examples of released claims include, but are not limited to:  (a) claims that in any way relate to your employment with the Company, or the termination of that employment, such as claims for compensation, bonuses, commissions, lost wages, or unused accrued vacation or sick pay (other than under your Agreement); (b) claims that in any way relate to the design or administration of any employee benefit program; (c) claims that you have irrevocable or vested rights to severance or similar benefits (other than under your Agreement) or to post-employment health or group insurance benefits (other than under your Agreement); (d) any claim, such as a benefit claim, that was explicitly or implicitly denied before you signed this Release; (e) any claim you might have for extra benefits as a consequence of payments you receive because of signing this Release; or (f) any claim to attorneys’ fees or other indemnities.  Except to enforce your Agreement or this Release, you agree that you will never commence, prosecute, or cause to be commenced or

14

prosecuted any lawsuit or proceeding of any kind against the Company or those associated with the Company in any forum and agree to withdraw with prejudice all complaints or charges, if any, that you have filed against the Company or those associated with the Company.

Anything in this Release to the contrary notwithstanding, this Release does not include a release of:  (i) any of your rights under the Agreement;  (ii) any rights you may have to indemnification under any agreement, law, Company organizational document or policy, or otherwise; (iii) any rights you may have to benefits under the Company’s benefit plans except as otherwise provided in your Agreement or claims specifically identified in this Release; (iv) any rights or claims under the Age Discrimination in Employment Act or any other law that arise after you sign this Release; or (iii) your right to enforce this Release or any of the foregoing items described in this paragraph.

By signing this Release, you further agree as follows:

i.              You have read this Release carefully and fully understand its terms;

ii.             You have had at least twenty-one (21) days to consider the terms of the Release;

iii.            You have seven (7) days from the date you sign this Release to revoke it by written notification to the Company.  After this seven (7)-day period, this Release is final and binding and may not be revoked;

iv.            You have been advised to seek legal counsel and have had an opportunity to do so;

v.             You would not otherwise be entitled to the benefits provided under your Agreement had you not agreed to execute this Release; and

vi.            Your agreement to the terms set forth above is voluntary.

(The remainder of this page was intentionally left blank)

15

TIER-4

CHANGE-IN-CONTROL AGREEMENT

FOR CERTAIN EXECUTIVES

OF IMS HEALTH INCORPORATED

[Date]

PERSONAL AND CONFIDENTIAL

[Name and Title]

IMS Health Incorporated

Dear [               ]:

IMS Health Incorporated (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel.  In this connection, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of such personnel to the detriment of the Company and its stockholders.  As you are a skilled and dedicated executive with important management responsibilities and talents, the Company believes that its best interests will be served if you are encouraged to remain with the Company.

The Company has determined that your ability to perform your responsibilities and utilize your talents for the benefit of the Company, and the Company’s ability to retain you as an employee, will be significantly enhanced if you are provided with fair and reasonable protection from the risks of a change in ownership or control of the Company.  Accordingly, in order to induce you to remain in the employ of the Company, you and the Company agree as follows:

1. Term of Agreement.

(a) Generally.  Except as provided in Section 1(b) hereof, (i) this Agreement shall be effective as of January 1, 2007 and shall continue in effect through December 31, 2008, and (ii) commencing on January 1, 2009, and each January 1 thereafter, this Agreement shall be automatically extended for one additional year unless, not later than November 30th of the preceding year, either party to this Agreement gives notice to the other that the Agreement shall not be extended under this Section 1(a); provided, however, that no such notice by the Company shall be effective if a Change in Control or Potential Change in Control (both as defined herein) shall have occurred prior to the date of such notice.

(b) Upon a Change in Control.  If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 24 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the “Protected Period”).

2. Change in Control; Potential Change in Control.

(a) A “Change in Control” shall be deemed to have occurred if, during the term of this Agreement:

(i) any “Person,” as such term is used for purposes of Section 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 under 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;

(ii) during any period of twenty-four months (not including any period prior to the effectiveness of this Agreement), 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)(a)(i), (iii) or (iv) hereof, (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) 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 (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;

(iv) 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

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

(b) A “Potential Change in Control” shall be deemed to have occurred if:

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

2

(ii) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

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

(c) Employee Covenants.  You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control, you will remain in the employ of the Company until the earliest of (i) a date which is 180 days from the occurrence of such Potential Change in Control, (ii) the termination of your employment by reason of Disability (as defined herein) or (iii) the date on which you first become entitled under this Agreement to receive the benefits provided in Section 3(b) hereof.

(d) Company Covenant Regarding Potential Change in Control or Change in Control.  In the event of a Potential Change in Control or a Change in Control, the Company shall, not later than 15 days thereafter, have established one or more rabbi trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential obligations of the Company that would arise assuming consummation of a Change in Control and a subsequent termination of your employment under Section 3(b).  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 or otherwise extinguished, 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.

3. Termination.

(a) Termination by the Company for Cause, by You Without Good Reason, or by Reason of Death or Disability.  If during the Protected Period your employment by the Company is terminated by the Company for Cause, by you without Good Reason, or because of your death or Disability, the Company shall be relieved of its obligation to make any payments to you other than (i) its payment of amounts otherwise accrued and owing but not yet paid and (ii) any amounts payable under then-existing employee benefit programs at the time such amounts are due.

(b) Termination by the Company Without Cause or by You for Good Reason.  If during the Protected Period your employment by the Company is terminated by the Company without Cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b).  If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination.  Your continued employment shall not constitute consent to, or a waiver

3

of rights with respect to, any circumstances constituting Good Reason hereunder.  The compensation and benefits provided under this Section 3(b) are as follows:

(i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, on the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due in accordance with the terms of such compensation or benefit plan.

(ii) In the payroll period next following the payroll period in which your Date of Termination occurs, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to one times the sum of:

(A) the greater of (I) your annual base salary in effect immediately prior to the Change in Control of the Company or (II) your annual base salary in effect at the time Notice of Termination is given; and

(B) the greater of (I) your annual target bonus for the year in which the Change in Control occurs or, (II) if no such target bonus has yet been determined for such year, the annual bonus actually earned by you in the year immediately preceding the year in which the Change in Control occurs.

(iii) In the payroll period next following the payroll period in which your Date of Termination occurs, the Company shall pay to you, in lieu of amounts which may otherwise be payable to you under the Executive Annual Incentive Plan or any other bonus plan (the “Bonus Plan”), an amount in cash equal to (A) that portion of your annual target bonus payable in cash 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 you were employed by the Company and (II) the denominator of which is 365, and (B) the entire target bonus opportunity with respect to each performance period in progress for any bonus payable to you in stock under all Bonus Plans in effect at the time of termination.

(iv) The Company shall provide you with a cash allowance for outplacement and job search activities (including, but not limited to, office and secretarial expenses) in the amount of 20% of your annual base salary and annual target bonus taken into account under Section 3(b)(ii) hereof, provided that (A) such cash allowance shall not exceed $100,000 and (B) such cash allowance shall apply only to those costs or obligations that are incurred by you during the 12-month period following your termination of employment.  Payments of such cash allowance shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by you in connection with outplacement and job search activities.

(v)  Notwithstanding the provisions of your Restrictive Covenant Agreement with the Company, your agreement set forth in such Restrictive Covenant Agreement not to compete with the Company for one year after your termination of employment shall not apply; however, the other provisions of your Restrictive Covenant Agreement shall remain in full force and effect, including without limitation, the non-solicitation, non-disclosure, confidentiality and non-disparagement covenants set forth therein.

4

(vi)  If you are an expatriate, you will be repatriated, at the Company’s expense, to your home country or to any other country you choose provided that the Company’s cost for your repatriation will not exceed the cost the Company would have incurred had it repatriated you to your home country.  Your repatriation allowances and benefits will be as described in the Company’s Long-Term Assignment Policy but there will be no claw-back of any relocation costs by reason of the early termination of your assignment.

(vii) During the 12-month period following your termination of employment, you will receive fully subsidized COBRA coverage (grossed up for your taxes) under the Company’s health plan for so long as it is available and thereafter you will be paid cash payments equivalent on an after-tax basis to the value of the health plan benefits you would have received under the Company’s health plan had you continued to be employed during such 12-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such health plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  You will also receive during such 12-month period cash payments equivalent on an after-tax basis to the value of the life insurance benefits you would have received under the Company’s life insurance plan had you continued to be employed during such 12-month period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the life insurance plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such life insurance plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  Notwithstanding the foregoing, the benefits described in this Section 3(b)(vii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the 12-month period following your termination.

(viii) When you attain age 55, if you are eligible to participate in the Company’s retiree health and life insurance plans, you will receive monthly payments from the Company to reimburse you for your cost to participate in those plans, grossed up for your taxes.  If you are not eligible to participate in the Company’s retiree health and life insurance plans, you will instead receive cash payments equivalent on an after-tax basis to the value of the retiree health and life insurance benefits you would have received under the Company’s retiree health and life insurance plans (providing benefits no less than those provided in the year in which you first entered into a Change in Control Agreement with the Company) had you qualified for full retiree health and life insurance benefits under the Company’s retiree health and life insurance plans, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health and life insurance benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  Notwithstanding the foregoing, the benefits described in this Section 3(b)(viii) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) or otherwise following your attainment of age 55.

(c) Excise Tax.  In the event you become entitled to any amounts payable in connection with a Change in Control (whether or not such amounts are payable pursuant to this Agreement) (the “Severance Payments”), if any of such

5

Severance Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified herein an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 3(c), shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the “Total Payments”) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 3(c)(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.  In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of your employment, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code.  In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess ten days after the time that the amount of such excess is finally determined.  The payments provided for in this Section 3(c) shall be made on the fifteenth day following your Date of Termination; provided, however, that if the amount of such payments cannot be finally determined on or before such day, the Company shall pay you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as

6

administratively practicable in compliance with Section 409A of the Code and the proposed and final Treasury Regulations thereunder, as the same may be amended from time to time (the “Regulations”) but in no event later than the thirtieth day after your Date of Termination subject, however, to any delay in the payment date as a result of Section 3(d) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code).  In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you, payable on the fifteenth day after the demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(d) Delay in Payment to Specified Employees.  Anything in this Agreement to the contrary notwithstanding, payments to be made under this Agreement upon your termination of employment which are subject to Section 409A of the Code shall be delayed for six months following such termination of employment if you are a “Specified Employee” as defined in Section 3(f) on your Date of Termination.  Any payment due within such six-month period shall be delayed to the end of such six-month period. The Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following your Date of Termination. Notwithstanding the foregoing, if calculation of the amounts payable by any payment date specified in this Section 3(d) is not administratively practicable due to events beyond your control (or the control of your beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations.  In the event of your death during such six-month period, payment will be made in the payroll period next following the payroll period in which your death occurs.

(e) Notice.  During the Protected Period, any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto.

(f) Certain Definitions.  Except as otherwise indicated in this Agreement, all definitions in this Section 3(f) shall be applicable during the Protected Period only.

(i) Cause.  “Cause” shall mean termination on account of (A) the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or Disability or any failure after the issuance of a Notice of Termination by you for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of the Company and/or its subsidiaries, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties and the demonstrable and material damage caused thereby or (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.  No act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was

7

in the best interest of the Company.  Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you 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 you and an opportunity for you, together with your counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, you were guilty of conduct set forth above in this Section 3(f)(i) and specifying the particulars thereof in detail.

(ii) Date of Termination.  “Date of Termination” shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such 30-day period) or (B) if your employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination for Cause, shall not be less than 30 days from the date such Notice of Termination is given and, in the case of a termination for Good Reason, shall not be less than 15 nor more than 60 days from the date such Notice of Termination is given).

(iii) Disability.  “Disability” shall mean your absence from the full-time performance of your duties with the Company for six consecutive months as a result of your incapacity due to physical or mental illness or disability, and within 30 days after written Notice of Termination is thereafter given you shall not have returned to the full-time performance of your duties.

(iv) Good Reason.  “Good Reason” shall mean, without your express written consent, the occurrence upon or after a Change in Control of any of the following circumstances unless, in the case of Sections 3(f)(iv)(A), (D), (F) or (G) hereof, 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 you of any duties inconsistent with the position in the Company that you held immediately prior to the Change in Control, or an adverse alteration in the nature or status of your responsibilities or the conditions of your employment from those in effect immediately prior to such Change in Control;

(B) a reduction by the Company in your annual base salary, any target bonus or perquisites as in effect immediately prior to the Change in Control or as the same may be increased from time to time except for across-the-board perquisite reductions similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company;

(C) the relocation of the principle place of your employment to a location more than 50 miles from the location of such place of employment on the date of this Agreement except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations prior to the Change in Control;

(D) the failure by the Company to pay to you any portion of your compensation or to pay to you 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 you participated immediately prior to

8

the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your 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 your participation relative to other participants, as existed at the time of the Change in Control;

(F) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 7 hereof; or

(G) any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(f)(v) (and, if applicable, the requirements of Section 3(f)(i) hereof), which purported termination shall not be effective for purposes of this Agreement.

(v) Notice of Termination.  “Notice of Termination” shall mean notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(vi) Specified Employee. “Specified Employee” shall mean an employee of the Company 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. Notwithstanding the foregoing, all employees who are nonresident aliens during an entire calendar year are excluded for purposes of determining which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for such calendar year. The term “nonresident alien” as used herein shall have the meaning set forth in Regulations Section 1.409A-1(j).  In the event of any corporate spinoff or merger, the determination of which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for any calendar year shall be determined in accordance with Regulations Section 1.409A-1(i)(2).

4. Mitigation.  Except as provided in Sections 3(b)(vii) and (viii) and Section 6 hereof, you shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise.

5.  Release of Employment Claims.  You agree, as a condition to your receipt of the compensation and benefits provided for under this Agreement, that you will execute a general release agreement, in substantially the form set forth as Attachment A to this Agreement, releasing any and all claims arising out of your employment other than: (a) the enforcement of this Agreement; (b) with respect to vested rights or rights provided for under any benefit plan or arrangement of the Company; or (c) rights to indemnification under any agreement, law, Company organizational document or policy, or otherwise.

9

6.  Forfeiture.  Except as otherwise provided in Section 3(b)(v) of this Agreement, if you willfully and materially fail to comply with the terms of your Restrictive Covenant Agreement with the Company or if you willfully and materially fail to comply with Section 2(c) or Section 5 of this Agreement, all compensation and benefits provided for under this Agreement shall be immediately forfeited. Notwithstanding the foregoing, you shall not forfeit any compensation or benefits provided for under this Agreement unless and until there shall have been delivered to you, within six months after the Board (a) had knowledge of conduct or an event allegedly constituting grounds for such forfeiture and (b) had reason to believe that such conduct or event could be grounds for such forfeiture, a copy of a resolution duly adopted by a majority affirmative vote of the membership of the Board at a meeting of the Board called and held for such purpose (after giving you reasonable notice specifying the nature of the grounds for such forfeiture and not less than 30 days to correct the acts or omissions complained of, if correctable, and affording you the opportunity, together with your counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, you have engaged and continue to engage in conduct which constitutes grounds for forfeiture of your compensation and benefits under this Agreement; provided, however, that in the event that you shall have already received any compensation or benefits under this Agreement before the Board makes the determination described in this sentence, you shall immediately reimburse the Company for such compensation and/or benefits following such determination by the Board. The forfeiture of any compensation or benefits provided for under this Agreement by reason of this Section 6 shall apply to such compensation and benefits notwithstanding any other term or provision of this Agreement or any other agreement or plan.

7. Successors; Binding Agreement.

(a) 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 this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(b) This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  In the event of your death, all amounts otherwise payable to you hereunder shall, unless otherwise provided herein, be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

8. Notice.  Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when (a) personally delivered or (b) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement; provided that all notice to the Company shall be directed to the attention of the Board with a copy to the General Counsel of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

9. Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and

10

signed by you and such officer as may be designated by the Board.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time.  Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.  The obligations of the Company under this Agreement shall survive the expiration of this Agreement to the extent necessary to give effect to this Agreement.

10. Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11. Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

12. Entire Agreement.  This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and during the term of this Agreement supersedes the provisions of all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereof with respect to the subject matter contained herein.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  Notwithstanding anything to the contrary in this Agreement, the procedural provisions of this Agreement shall apply to all benefits payable as a result of a Change in Control (or other change in control) under any employee benefit plan, agreement, program, policy or arrangement of the Company.  The foregoing notwithstanding, in the event of any conflict or ambiguity between this Agreement and any employment agreement executed by you and the Company, the provisions of such employment agreement shall govern; but no payment or benefit under this Agreement shall be made or extended which duplicates any payment or benefit under any such employment agreement.

13.  Governing Law.    This Agreement is governed by and is to be construed, administered, and enforced in accordance with the laws of the State of Connecticut, without regard to conflicts of law principles. If under the governing law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, ordinance, or other principle of law, such portion shall be deemed to be modified or altered to the extent necessary to conform thereto or, if that is not possible, to be omitted from this Agreement. The invalidity of any such portion shall not affect the force, effect, and validity of the remaining portion hereof. Anything in this Agreement to the contrary notwithstanding, the terms of this Agreement shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder and the Company shall have no right to accelerate or make any payment under this Agreement except to the extent permitted under Section 409A of the Code.  The Company shall have no obligation, however, to reimburse you for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability you may incur under Section 409A of the Code except that this provision shall not apply in the event of the Company’s negligence or willful disregard in interpreting the application of Section 409A of the Code to this Agreement which negligence or willful disregard causes you to become subject to a tax penalty or interest payable under Section 409A of the Code nor shall

11

this provision be interpreted to limit any gross-up payable to you under Section 3(c) of this Agreement.

14.    Reimbursement of Expenses in Enforcing Rights.    All reasonable costs and expenses (including fees and disbursements of counsel) incurred by you in seeking to interpret this Agreement or enforce rights pursuant to this Agreement shall be paid on behalf of or reimbursed to you promptly by the Company, whether or not you are successful in asserting such rights; provided, however, that no reimbursement shall be made of such expenses relating to any unsuccessful assertion of rights if and to the extent that your assertion of such rights was in bad faith or frivolous, as determined by arbitrators in accordance with Section 15 or a court having jurisdiction over the matter.  Any such payment or reimbursement shall be made in a lump sum in the month next following the month in which such costs and expenses are incurred subject to your submission of receipts for such expenses.

15.    Arbitration.    Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Fairfield, Connecticut by three arbitrators in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at the time of submission to arbitration. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. For purposes of entering any judgment upon an award rendered by the arbitrators, the Company and you hereby consent to the jurisdiction of any or all of the following courts: (a) the United States District Court for the District of Connecticut, (b) any of the courts of the State of Connecticut, or (c) any other court having jurisdiction. The Company and you further agree that any service of process or notice requirements in any such proceeding shall be satisfied if the rules of such court relating thereto have been substantially satisfied. The Company and you hereby waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to such jurisdiction and any defense of inconvenient forum. The Company and you hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to Section 14, the Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 15 and shall pay such costs and expenses in the tax year in which incurred. Notwithstanding any provision in this Section 15, you shall be paid during the pendency of any dispute or controversy arising under or in connection with this Agreement.

16.    Interest on Unpaid Amounts.    Any amount which has become payable pursuant to the terms of this Agreement or any decision by arbitrators or judgment by a court of law pursuant to Section 15 but which has not been timely paid shall bear interest at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank, except as otherwise provided in Section 3(d) of this Agreement (concerning interest payable with respect to delayed payments under Section 409A of the Code).

12

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on this subject.

IMS HEALTH INCORPORATED
By:
	Chairman and Chief Executive Officer

Agreed to this                                         day

of                                                       , 2007.

13

ATTACHMENT A

RELEASE

We advise you to consult an attorney before you sign this Release.  You have until the date which is seven (7) days after the Release is signed and returned to IMS Health Incorporated to change your mind and revoke your Release.  Your Release shall not become effective or enforceable until after that date.

In consideration for the benefits provided under your Change-in-Control Agreement with IMS Health Incorporated (the “Agreement”), by your signature below, you, for yourself and on behalf of your heirs, executors, agents, representatives, successors and assigns, hereby release and forever discharge IMS Health Incorporated, its past and present parent corporations, subsidiaries, divisions, subdivisions, affiliates and related companies (collectively, the “Company”) and the Company’s past, present and future agents, directors, officers, employees, representatives, assigns, stockholders, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs), and any other persons acting by, through, under or in concert with any of the persons or entities listed herein, and their successors (hereinafter “those associated with the Company”) and with respect to any and all claims, demands, actions and liabilities, whether in law or equity, which you may have against the Company or those associated with the Company of whatever kind, including but not limited to those arising out of your employment with the Company or the termination of that employment.  You agree that this Release covers, but is not limited to, claims arising under the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Fair Labor Standards Act, 29 U.S.C. § 201 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act of 1993 and any local, state or federal law, regulation or order providing workers’ compensation benefits, restricting an employer’s right to terminate employees or otherwise regulating employment, enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith, or dealing with discrimination in employment on the basis of sex, race, color, national origin, veteran status, marital status, religion, disability, handicap, or age.  You also agree that this Release includes claims based on wrongful termination of employment, breach of contract (express or implied), tort, or claims otherwise related to your employment or termination of employment with the Company and any claim for attorneys’ fees, expenses or costs of litigation.

This Release covers all claims based on any facts or events, whether known or unknown by you, that occurred on or before the date of this Release. You expressly waive all rights you might have under any law that is intended to protect you from waiving unknown claims and by your signature below indicate your understanding of the significance of doing so. Examples of released claims include, but are not limited to:  (a) claims that in any way relate to your employment with the Company, or the termination of that employment, such as claims for compensation, bonuses, commissions, lost wages, or unused accrued vacation or sick pay (other than under your Agreement); (b) claims that in any way relate to the design or administration of any employee benefit program; (c) claims that you have irrevocable or vested rights to severance or similar benefits (other than under your Agreement) or to post-employment health or group insurance benefits (other than under your Agreement); (d) any claim, such as a benefit claim, that was explicitly or implicitly denied before you signed this Release; (e) any claim you might have for extra benefits as a consequence of payments you receive because of signing this Release; or (f) any claim to attorneys’ fees or other indemnities.  Except to enforce your Agreement or this Release, you agree that you will never commence, prosecute, or cause to be commenced or

14

prosecuted any lawsuit or proceeding of any kind against the Company or those associated with the Company in any forum and agree to withdraw with prejudice all complaints or charges, if any, that you have filed against the Company or those associated with the Company.

Anything in this Release to the contrary notwithstanding, this Release does not include a release of:  (i) any of your rights under the Agreement;  (ii) any rights you may have to indemnification under any agreement, law, Company organizational document or policy, or otherwise; (iii) any rights you may have to benefits under the Company’s benefit plans except as otherwise provided in your Agreement or claims specifically identified in this Release; (iv) any rights or claims under the Age Discrimination in Employment Act or any other law that arise after you sign this Release; or (iii) your right to enforce this Release or any of the foregoing items described in this paragraph.

By signing this Release, you further agree as follows:

i.              You have read this Release carefully and fully understand its terms;

ii.             You have had at least twenty-one (21) days to consider the terms of the Release;

iii.            You have seven (7) days from the date you sign this Release to revoke it by written notification to the Company.  After this seven (7)-day period, this Release is final and binding and may not be revoked;

iv.            You have been advised to seek legal counsel and have had an opportunity to do so;

v.             You would not otherwise be entitled to the benefits provided under your Agreement had you not agreed to execute this Release; and

vi.            Your agreement to the terms set forth above is voluntary.

(The remainder of this page was intentionally left blank)

15

EX-10.45.2

Exhibit 10.45.2

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”	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”	7
	1.13	“Code”	7
	1.14	“Committee”	7
	1.15	“Company”	7
	1.16	“Compensation”	7
	1.17	“Covered Earnings”	8
	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	“Lump Sum Election”	10
	1.25	“Member”	10
	1.26	“Other Disability Income”	11
	1.27	“Other Retirement Income”	11
	1.28	“Plan”	12
	1.29	“Plan Administrator”	12
	1.30	“Potential Change in Control”	12
	1.31	“Predecessor to this Plan”	13
	1.32	“Regulations”	13
	1.33	“Retirement”	13
	1.34	“Retirement Benefits”	13
	1.35	“Separation from Service”	13
	1.36	“Service”	14
	1.37	“Specified Employee”	15

i

	1.38	“Surviving Spouse”	15
	1.39	“Surviving Spouse’s Benefits”	15
	1.40	“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	18
	3.3	Time and Form of Payment	20
	3.4	Lump Sum Election	23
	3.5	Cessation of Benefits	26
	3.6	Notification of Cessation of Benefits	28
	3.7	Repayment of Benefits Paid as Lump Sum	28
	3.8	Change in Control	29
SECTION 4 - DISABILITY BENEFITS			31
	4.1	Disability Benefits	31
SECTION 5 - SURVIVING SPOUSE’S BENEFITS			32
	5.1	Death Prior to Benefit Commencement	32
	5.2	Death On or After Benefit Commencement	32
	5.3	Commencement of Surviving Spouse’s Benefit	32
	5.4	Lump Sum Payment	33
	5.5	Reduction	34
SECTION 6 - PLAN ADMINISTRATOR
	6.1	Duties and Authority	34
	6.2	Presentation of Claims	34
	6.3	Claims Denial Notification	35
	6.4	Claims Review Procedure	35
	6.5	Timing	36
	6.6	Final Decision	36

ii

SECTION 7 - MISCELLANEOUS			37
	7.1	Amendment	37
	7.2	Termination	38
	7.3	No Employment Rights	40
	7.4	Unfunded Status	40
	7.5	Arbitration	40
	7.6	No Alienation	41
	7.7	Withholding	41
	7.8	Governing Law	41
	7.9	Successors	42
	7.10	Integration	42

iii

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; provided, however, that for purposes of determining the Actuarial Equivalent Value of the amount described in Section 3.2(b)(iv) for Members or Vested Former Members who participated in the Predecessor to this Plan, the foregoing assumptions or

the assumptions used in the Predecessor to this Plan shall be used, whichever produces the greater benefit for the Member or the Vested Former Member.

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 Member’s termination of employment with the Company or an Affiliated Employer or, if earlier, removal from participation under this Plan, affording the highest such Average Final Compensation.  If actual monthly Compensation for any month during the 120-month computational period is unavailable, Compensation for such month shall be determined by dividing the Member’s annual rate of base pay in the month preceding such unavailable month by 12.

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

2

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.

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

3

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.

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

4

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 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 1.10(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

5

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;

(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.

6

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.

1.14“Committee” shall mean the Compensation and Benefits Committee of the Board 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 (other than Disability Benefits) 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.

7

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 disability or disabled for purposes of 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 (i) 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 (ii) 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

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“Lump Sum Election” shall mean an election to receive all or a portion of the benefits payable hereunder in a lump sum pursuant to Section 3.4 hereof.

1.25“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.

10

1.26“Other Disability Income” shall mean (i) 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 (ii) 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).

1.27“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”), (increased by the amount of benefits, if any, payable from the Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation), 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

11

(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).

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

1.29“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).

1.30“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, or “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

12

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

1.31“Predecessor to this Plan” shall mean the Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation, as amended as of December 21, 1994.

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

1.33“Retirement” shall mean the termination of a Member’s or Vested Former Member’s employment with the Company or an Affiliated Employer other than by reason of death or Disability after attaining age 55 and completing five years of Service, or if Disability Benefits have been paid under the Plan to a Member or Vested Former Member, the later of the cessation of the payment of such Disability Benefits or the Member’s or Vested Former Member’s attainment of age 55.  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.

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

13

1.35“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 of 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).

1.36“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 Disability Benefits under this 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 otherwise to 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.

14

1.37“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.

1.38“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.

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

1.40“Vested Former Member” shall mean (i) 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 (ii) 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.

15

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), (iii), (iv) and (v) 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;

16

(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 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;

(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 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 under the terms of the appropriate retirement arrangement; and

(iv)is the annual benefit payable to the Member or Vested Former Member under the terms of the Predecessor to this Plan as of the date of his or her Retirement, expressed in the form of an annual life annuity, or, if the annual benefit payable under the Predecessor to

17

this Plan becomes payable after the Member’s or Vested Former Member’s Retirement, the Actuarial Equivalent Value of the annual benefit payable under the Predecessor to this Plan, expressed in the form of an annual life annuity, payable as of such date, regardless of whether such date precedes the earliest possible payment date under the terms of the Predecessor to this Plan.

3.2Deferred Vested Benefit.

(a)Eligibility.  Each Member and Vested Former Member who has completed five or more years of Service and whose employment with the Company or an Affiliated Employer terminates prior to Retirement, for a reason other than Cause, death or Disability 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 terminates 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), (iii), and (iv), 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 (10), 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

18

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 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;

(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 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 under the terms of the appropriate retirement arrangement; and

(iv)is the annual benefit payable to the Member or Vested Former Member under the terms of the Predecessor to this Plan as of the date his or her Deferred Vested Benefit commences, expressed in the form of an annual life annuity, or, if the annual benefit payable under the Predecessor to this Plan becomes payable after the Member’s or Vested Former Member’s Deferred Vested Benefit commences, the Actuarial Equivalent Value of the annual benefit payable under the Predecessor to this Plan, expressed in

19

the form of an annual life annuity, payable as of such date, regardless of whether such date precedes the earliest possible payment date under the terms of the Predecessor to this Plan.

3.3Time and Form of Payment.

(a)Except as provided under Section 3.3(b) or (c), the Retirement Benefit or Deferred Vested Benefit under this Plan, as the case may be, shall be payable in monthly installments in the form of a straight life annuity and without regard to any optional form of benefits elected under the Basic Plan.  Payments shall commence as of the first day of the calendar month coinciding with or next following (i) the earlier of the date the Member or Vested Former Member attains age 65 or the date of the Member’s or Vested Former Member’s Retirement, in the case of Retirement Benefits or (ii) the later of the date the Member or Vested Former Member attains age 55 or terminates employment, in the case of Deferred Vested Benefits.

(b)If a Member or Vested Former Member has made a Lump Sum Election pursuant to Section 3.4, the Retirement Benefit, or Deferred Vested Benefit under this Plan, as the case may be, shall be payable in the form or combination of forms of payment elected pursuant to such Lump Sum Election under Section 3.4 and without regard to any optional form of benefits elected under the Basic Plan.  Any portion of the benefits hereunder payable in a lump sum shall be paid on the first day of the calendar month next following the calendar month in which occurs

20

(i) the earlier of the date the Member or Vested Former Member attains age 65 or the date of the Member’s or Vested Former Member’s Retirement, in the case of Retirement Benefits or (ii) the later of the date the Member or Vested Former Member attains age 55 or terminates employment, in the case of Deferred Vested Benefits.

(c)Notwithstanding any Lump Sum Election made (or not made) under Section 3.4, if the lump sum value, determined in the same manner as provided under Section 3.4(a), of a Member’s or Vested Former Member’s Retirement or Deferred Vested Benefit is $10,000 or less at the time such benefit is payable under this Plan, such benefit shall be payable as a lump sum at the time provided in Section 3.3(b) provided that the benefits payable to or on behalf of such Member under all similar arrangements that would constitute a nonqualified deferred compensation plan under the Regulations are being paid at the same time.

(d)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

21

which is 365. In the event such Specified Employee’s Retirement Benefit or Deferred Vested Benefit is paid in the form of an annuity, the adjusted annuity payments to which such Specified Employee would otherwise be entitled during such six months shall be accumulated and paid on the first annuity payment date of the seventh month following such Specified Employee’s Separation from Service.  In the event such Specified Employee has elected payment of all or part of his or her Retirement Benefit or Deferred Vested Benefit in the form of a lump sum, 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 (e).

(e)The provisions of Sections 3.3(a), (b) and (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; or

(ii)if payment is necessary to satisfy requirements established pursuant to a written determination by the Office of Government Ethics that:  (A) divestiture of the financial interest or termination of the financial arrangement is reasonably necessary to comply with any Federal conflict of interest statute, regulation, rule or executive order (including Section

22

208 of Title 18, United States Code), or is requested by a congressional committee as a condition of confirmation; and (B) specifies the financial interest to be divested or terminated.

(f)The provisions of Sections 3.3(a) and (b) 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.

3.4Lump Sum Election.

(a)A Member or Vested Former Member may elect to receive all, none, or a specified portion, as provided in Section 3.4(e), of his or her Retirement Benefit or Deferred Vested Benefit under the Plan as a lump sum and to receive any balance of such benefit in the form of an annuity; provided that any such Lump Sum Election shall be effective for purposes of this Plan only if the conditions of Section 3.4(b), (c) or (d) are satisfied. The amount of any portion of a Member’s or a Vested Former Member’s Retirement Benefit or Deferred Vested Benefit payable as a lump sum under this Section 3.4 shall equal the present value of such portion of the benefit, and such present value shall be determined:  (i) on the assumption that it is payable in the form of a joint and 50 percent survivor annuity

23

if such Member or Vested Former Member is married; and (ii) on the basis of (A) 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 date provided in Section 3.3(a) as of which monthly installments would otherwise commence, as modified by Section 3.8(a)(i) if applicable and (B) the 1983 Group Annuity Mortality Table.

(b)An individual who is expected to become a Member shall elect, on forms to be provided by the Plan Administrator, whether payment of all or any portion of the Retirement Benefit or Deferred Vested Benefit to which such Member may become entitled shall be paid in a lump sum or as an annuity.  The election must be filed with the Plan Administrator prior to the commencement of participation in order to be effective.

(c)Notwithstanding Section 3.4(b), a Member or Vested Former Member (i) who has accrued a Retirement Benefit or Deferred Vested Benefit with respect to periods prior to January 1, 2008, and (ii) to whom distributions have not commenced, shall be permitted to make the lump sum election described in Section 3.4(b) one or more times on or before December 31, 2007 (or such later date as may be specified by the Internal Revenue Service in Regulations or other guidance interpreting Section 409A of the Code) provided that any such election shall be made in writing on such form as the Plan Administrator may reasonably require

24

and, provided further, that (A) with respect to an election made on or after January 1, 2006 and on or before December 31, 2006, the election may apply only to Retirement Benefits or Deferred Vested Benefits that would not otherwise be payable in 2006 and may not cause a Retirement Benefit or Deferred Vested Benefit to be paid in 2006 that would not otherwise be payable in 2006; and (b) with respect to an election made on or after January 1, 2007 and on or before December 31, 2007, the election may apply only to Retirement Benefits or Deferred Vested Benefits that would not otherwise be payable in 2007 and may not cause a Retirement Benefit or Deferred Vested Benefit to be paid in 2007 that would not otherwise be payable in 2007.

(d)A Member or Vested Former Member may make subsequent lump sum elections on and after January 1, 2008, on forms to be provided by the Plan Administrator, to change the form of payment of his or her Retirement Benefit or Deferred Vested Benefit under the following conditions:

(i)No such subsequent election shall be effective until 12 months after the date such election is filed with the Plan Administrator;

(ii)Except in the event of payment upon death, any such subsequent election must be filed with the Plan Administrator at least 12 months prior to the earliest date on which the Member’s Retirement Benefit or Deferred Vested Benefit could be payable pursuant to the Member’s last election;

25

(iii)Except in the event of payment upon death, the date on which the Member’s Retirement Benefit or Vested Former Member’s Deferred Vested Benefit is paid or commences to be paid shall be deferred by not less than five years from the date on which such Retirement Benefit or Deferred Vested Benefit would have been paid or commenced under the Member’s or Vested Former Member’s last election.  An annuity form of payment shall be treated as an entitlement to a single payment in accordance with the provisions of the Regulations and such five-year delay shall apply to all payments under the annuity.

(e)A Member or Vested Former Member making an election under Section 3.4(a) may specify the portion of his Retirement Benefit or Deferred Vested Benefit under the Plan to be received in a lump sum as follows:  0%, 25%, 50%, 75%, or 100%.

3.5Cessation of Benefits.  Subject to Section 3.8 hereof, no benefits or no further benefits, as the case may be, 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

26

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 directly or through a third party, that would

27

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 Cessation 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 or no further benefits, as the case may be, will be paid to such Member, Vested Former Member or Surviving Spouse.  Such written notice shall specify the particular act(s), or failures to act, and the basis on which the decision to cease paying 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 receives in a lump sum any portion of his or her Retirement Benefit or Deferred Vested Benefit pursuant to a Lump Sum Election, shall receive such lump sum portion of such Retirement Benefit or Deferred Vested Benefit subject to the condition that if such Member or Vested Former Member engages in any of the acts described in Section 3.5, then such Member or Vested Former Member 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

28

Member or Vested Former Member would not have been entitled, if such lump sum benefit had instead been payable in the form of an annuity under this Plan and such annuity payments were subject to the provisions of Section 3.5.

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 of this Plan to the contrary, payment of the Actuarial Equivalent Value of such benefits shall be made in the form provided in Section 3.3 commencing as provided in Section 3.3(a) or (b), as the case may be, provided that with respect to Deferred Vested Benefits, the commencement 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

29

determined by crediting such Member with three additional years of age and on the assumption that unreduced benefits are payable upon the Member’s attainment of age 55.  Moreover, for purposes of determining the Actuarial Equivalent Value of such benefits payable in the form of a lump sum, the interest and mortality factors specified in Section 3.4(a) shall apply.  In addition, in the event that a Member’s Service shall have been limited pursuant to Section 1.36(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,

30

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 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 is enrolled for the maximum disability insurance coverage available under the Basic Disability Plan and 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.

31

SECTION 5 - SURVIVING SPOUSE’S BENEFITS

5.1Death Prior to Benefit Commencement.  Upon the death of a Member or Vested Former Member, prior to the commencement 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 on the date of death and commenced benefits 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 Commencement.  Upon the death of a Vested Former Member while he or she is receiving Retirement or Deferred Vested Benefits, his or her Surviving Spouse shall receive a Surviving Spouse’s Benefit equal to 50% of the Benefit he or she was receiving at the time of death.  Notwithstanding the foregoing, no benefit shall be payable under this Section 5.2 to the extent a Retirement Benefit or Deferred Vested Benefit was previously paid to a Member or Vested Former Member in the form of a lump sum.

5.3Commencement of Surviving Spouse’s Benefit.  Except as provided in Section 5.4, the Surviving Spouse’s Benefit provided under Sections 5.1 or 5.2 will be payable monthly, commencing in the calendar month next following the calendar month in which the

32

Member’s death occurs.  Such benefits shall continue until the first day of the month in which the Surviving Spouse dies.

5.4Lump Sum Payment.

(a)If a Member or a Vested Former Member made an Election under Section 3.4 but such Member or Vested Former Member died prior to such lump sum payment, the Surviving Spouse’s Benefit payable under Section 5.1 hereof will be payable in the form or combination of forms of payment so elected by such Member or Vested Former Member pursuant to such Lump Sum Election.  The amount of any lump sum payment under the Plan shall be determined using the actuarial assumptions set forth in Section 3.4(a).

(b)If the lump sum value, determined in the same manner as provided under Section 3.4(a), of a Surviving Spouse’s Benefit is $10,000 or less at the time such Surviving Spouse’s Benefit is payable under this Plan, such benefit shall be payable as a lump sum provided that the benefits payable to or on behalf of such Member or Vested Former Member under all similar arrangements that would constitute a nonqualified deferred compensation plan under the Regulations are being paid at the same time.

(c)Any Surviving Spouse’s Benefit which is payable as a 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.

33

 5.5Reduction.  Notwithstanding the foregoing provisions of 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; 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.  The claims procedures set forth in Sections 6.2 through 6.6 shall be effective January 1, 2003. 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

34

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;

(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:

35

(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.

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

36

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.

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

37

receive under this Plan to become subject to an income tax penalty 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 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 substantially similar arrangements sponsored by the Company are terminated so that all Members and Vested Former Members in this Plan and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve months of the date of termination of the arrangements;

38

(c)(i) 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; (ii) 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 termination of the arrangements; (iii) all payments are made within twenty-four months of the termination of the arrangements; and (iv) 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 five years following the date of termination of the arrangement; 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 under Section 409A of the Code.

39

 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 Employee, 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. Upon submission of invoices, the Company shall promptly pay or reimburse all reasonable costs and expenses (including fees and disbursements of counsel and pension experts) incurred to assert rights under this Plan 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

40

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, in which case any amounts previously paid by the Company shall be promptly repaid.

7.6No Alienation.  Except as otherwise provided in Section 3.3(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 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 and the Company 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 Company shall have no obligation, however, to reimburse any Member, Vested Former Member or Surviving

41

Spouse for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of such Member, Vested Former Member or Surviving Spouse under Section 409A of the Code except that this provision shall not apply in the event of the Company’s negligence or willful disregard in its interpretation of the application of Section 409A of the Code and the Regulations thereunder to the Plan.

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, 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.

42

EX-10.46.2

Exhibit 10.46.2

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		1
1.1	“Affiliated Employer”	1
1.2	“Annuity”	2
1.3	“Benefit Payment Date”	2
1.4	“Board”	2
1.5	“Cause”	2
1.6	“Change in Control”	3
1.7	“Code”	6
1.8	“Committee”	6
1.9	“Company”	6
1.10	“Designated Beneficiary”	6
1.11	“Disability”	6
1.12	“Effective Date”	6
1.13	“ERISA”	6
1.14	“Good Reason”	6
1.15	“Member”	9
1.16	“Plan”	9
1.17	“Plan Administrator”	9
1.18	“Potential Change in Control”	9
1.19	“Qualified Plan”	10
1.20	“Regulations”	10
1.21	“Retirement Benefit”	10
1.22	“Separation from Service”	10
1.23	“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	Cessation of Benefits	18
3.4	Notification of Cessation of Benefits	19
3.5	Repayment of Benefits	19
3.6	Change in Control	20
SECTION 4 - DEATH BENEFITS		22
4.1	Death Prior to Benefit Commencement	22

i

4.2	Death On or After Benefit Commencement Date	23
SECTION 5 - PLAN ADMINISTRATOR		23
5.1	Duties and Authority	23
5.2	Presentation of Claims	24
5.3	Claims Denial Notification	24
5.4	Claims Review Procedure	25
5.5	Timing	25
5.6	Final Decision	25
SECTION 6 - MISCELLANEOUS		26
6.1	Amendment; Suspension	26
6.2	Termination	27
6.3	No Employment Rights	29
6.4	Unfunded Status	29
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

ii

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.

SECTION 1 - - DEFINITIONS

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

 1.2“Annuity” shall mean a form of benefit payment that (a) provides a series of substantially equal periodic payments, payable not less frequently than annually, for the life (or life expectancy) of the Member or the joint lives (or life expectancies) of the Member and his or her Designated Beneficiary; and (b) is a form of annuity made available under the Qualified Plan at the time payment begins under this Plan which is actuarially equivalent to a straight life annuity, as determined in accordance with the actuarial assumptions specified in the Qualified Plan.

 1.3“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.

 1.4 “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.

 1.5“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

2

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 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.

 1.6 “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

3

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 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

4

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;

(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.

5

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

 1.8“Committee” shall mean the Compensation and Benefits Committee of the Board or any successor thereto.

 1.9“Company” shall mean IMS Health Incorporated.

 1.10“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.

 1.11“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.

 1.12 “Effective Date” shall mean July 1, 1998.  The Effective Date of this amendment and restatement shall mean January 1, 2005.

 1.13“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

 1.14 “Good Reason”  If a Member shall have terminated employment for “Good Reason” under the terms of such Member’s Change in Control

6

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:

(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

7

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 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

8

provisions, if any, in such Member’s employment agreement or Change in Control Agreement.

 1.15 “Member” shall mean an employee of the Company or an Affiliated Employer who becomes a participant in the Plan pursuant to Section 2.

 1.16“Plan” shall mean this IMS Health Incorporated Retirement Excess Plan, as embodied herein, and any amendments thereto.

 1.17“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).

 1.18“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 1.6(a) hereof, publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

9

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

 1.19“Qualified Plan” shall mean the IMS Health Incorporated Retirement Plan, as the same may be amended from time to time.

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

 1.21“Retirement Benefit” shall mean the benefit described in Section 3.1(a) hereof.

 1.22“Separation from Service” shall mean termination of employment with the Company and any Affiliated Employer.  Whether a Member has had a Separation of 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).

 1.23 “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.

10

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 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

(ii)equals the sum of (A) the actual benefits payable to the Member (or his or her Designated Beneficiary) from the Qualified Plan and (B) the benefits payable to the Member (or his or her Designated

11

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 A to this Plan.

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, 2008, 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 unless the Member shall have made an election in accordance with Section 3.2(c) to receive his or her Retirement Benefit in the form of a lump sum.  From and after January 1, 2008, a Member’s Retirement Benefit shall be paid at the time and in the form provided in Sections 3.2(b), 3.2(c), 3.2(e) or 3.2(f), as applicable.

(b)Effective January 1, 2008, an individual who is expected to become a Member shall elect, on forms to be provided by the Plan Administrator, whether payment of all or any portion of the Retirement Benefit to which such Member may become entitled shall be paid in a lump sum or as an Annuity.  The election must be filed with the Plan Administrator prior to the commencement of participation in order to be effective.  Payment of a Member’s Retirement Benefit shall be made or commence in the payroll

12

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(b), a Member (i) who has accrued a Retirement Benefit with respect to periods prior to January 1, 2008, and (ii) to whom distributions have not commenced, shall be permitted to make the lump sum election described in Section 3.2(b) one or more times on or before December 31, 2007 (or such later date as may be specified by the Internal Revenue Service in Regulations or other guidance interpreting Section 409A of the Code) provided that any such election shall be made in writing on such form as the Plan Administrator may reasonably require and, provided further, that (A) with respect to an election made on or after January 1, 2006 and on or before December 31, 2006, the election may apply only to Retirement Benefits that would not otherwise be payable in 2006 and may not cause a Retirement Benefit to be paid in 2006 that would not otherwise be payable in 2006; and (b) with respect to an election made on or after January 1, 2007 and on or before December 31, 2007, the election may apply only to Retirement Benefits that would not otherwise be payable in 2007 and may not cause a Retirement Benefit to be paid in 2007 that would not otherwise be payable in 2007.

(d)The amount of any portion of a Member’s Retirement Benefit payable as a lump sum will equal the present value of such portion of such Retirement

13

Benefit, and the present value shall be determined (i) based on a discount rate equal to the average of 85% of the 15-year non-callable U.S. Treasury bond yields as of the close of business on the last business day of each of the three months immediately preceding the date the Annuity value is determined; and (ii) using the 1983 Group Annuity Mortality Table.

(e) In the absence of an election under Section 3.2(b) or (c), a Member shall be deemed to have elected payment of the Member’s Retirement Benefit in the form of an Annuity.

(f)A Member who has made or who has been deemed to have made an  election under Section 3.2(b), (c) or (e) may make subsequent elections on and after January 1, 2008, on forms to be provided by the Plan Administrator, to change the form of payment of his or her Retirement Benefit under the following conditions:

(i)No such subsequent election shall be effective until 12 months after the date such election is filed with the Plan Administrator;

(ii)Except in the event of payment upon death, any such subsequent election must be filed with the Plan Administrator at least 12 months prior to the earliest date on which the Member’s Retirement Benefit could be payable pursuant to the Member’s last election;

14

(iii)Except in the event of payment upon death, the date on which the Member’s Retirement Benefit is paid or commences to be paid shall be deferred by not less than five years  from the date on which such Retirement Benefit would have been paid or commenced under the Member’s last election.  An Annuity form of payment shall be treated as an entitlement to a single payment in accordance with the provisions of the Regulations and such five-year delay shall apply to all payments under the Annuity.

A Participant’s selection of a form of Annuity shall not be considered a subsequent election under this Section 3.2(f).

(g)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. In the event such Specified Employee has elected or is deemed to have elected payment of all or part of his or her Retirement Benefit in the form of an Annuity, the adjusted Annuity payments to

15

which such Specified Employee would otherwise be entitled during such six months shall be accumulated and paid on the first Annuity payment date of the seventh month following Separation from Service.  In the event such Specified Employee has elected payment of all or part of his or her Retirement Benefit in the form of a lump sum, 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, however, to any payment made under the circumstances described in Section 3.2(h).

(h)The provisions of this Sections 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)if payment is necessary to satisfy requirements established pursuant to a written determination by the Office of Government Ethics that:  (A) divestiture of the financial interest or termination of the financial arrangement is reasonably necessary to comply with any Federal conflict of interest statute, regulation, rule or executive order (including Section 208 of Title 18, United States Code), or is requested by a congressional committee as a condition

16

of confirmation; and (B) specifies the financial interest to be divested or terminated; or

(iii)if the lump sum value of  the Retirement Benefit payable to a Member or his or her Designated Beneficiary determined in the manner provided in Section 3.2(d), is $10,000 or less at the time such Retirement Benefit is payable and the benefits payable to or on behalf of such Member under all similar arrangements that would constitute a nonqualified deferred compensation plan under the Regulations are being paid at the same time, payment of such Retirement Benefit shall be made in a lump sum regardless of whether such Member shall have elected or have been deemed to have elected an Annuity form of payment for all or part of such Retirement Benefit and such lump sum shall be paid  in the payroll period next following the payroll period in which the Member’s Separation from Service occurs.

(i)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.

17

3.3Cessation of Benefits.  Subject to Section 3.6 hereof, no benefits shall be paid to a Member or Designated Beneficiary if the 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 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

18

(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 Cessation 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.  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.

19

3.6Change in Control.

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

(i)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 in the form of a lump sum 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.  In determining the amount of the necessary contribution to the rabbi trust in the event of a Potential Change in Control or Change in Control, the following actuarial assumpaiton shall be used:  (A) the interest rate used shall be the interest rate used by the Pension Benefit Guaranty Corporation for determining the value of immediate annuities as of January 1st of the year of the occurrence of the Potential Change in Control or Change in Control, as the case may be, (B) the 1983 Group Annuity Mortality Table shall be used; and (C) it shall be assumed that all Members will have a Separation from Service as soon as practicable after the occurrence of the Change in Control.  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

20

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.

(ii)The provisions of Sections 3.3 through 3.5 shall be of no force or effect with respect to Members 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.

21

SECTION 4- DEATH BENEFITS

 4.1Death Prior to Benefit Commencement.  Until January 1, 2008, 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 some or all of 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, 2008, 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 an Annuity unless the Member shall have made an election in accordance with Section 3.2(b), 3.2(c) or 3.2(f) to receive his or her Retirement Benefit in the form of a lump sum in which case some or all of such benefit shall be payable to the Member’s Designated Beneficiary in the form of a lump sum as provided in such election.  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 or commence on the first day of the month next following the month in which the Member’s death occurs.

22

 4.2Death On or After Benefit Commencement Date. 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 in the form of an Annuity that included survivor benefits, in which case the survivor benefits shall be payable in accordance with such previously elected form of 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 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.

23

 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

(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.

24

 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.

 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

25

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.

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

26

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 under Section 409A of the Code.

 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 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 substantially similar arrangements sponsored by the Company are terminated so that all Members in this Plan and all participants under substantially similar arrangements are required to receive all amounts of

27

compensation deferred under the terminated arrangements within twelve months of the date of termination of the arrangements;

(c)(i) 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; (ii) 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 termination of the arrangements; (iii) all payments are made within twenty-four months of the termination of the arrangements; and (iv) 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 five years following the date of termination of the arrangement; 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 (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

28

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 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 Employee, 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.

 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.  Upon submission of invoices, the Company shall promptly pay or reimburse all reasonable costs and expenses (including fees and disbursements of counsel and

29

pension experts) incurred to assert rights under this Plan 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, in which case any amounts previously paid by the Company shall be promptly repaid.

 6.6No Alienation.  Except as otherwise provided in Section 3.2(h)(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

30

manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder and the Company 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 Company shall have no obligation, however, to reimburse any Member or Designated Beneficiary for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of such Member or Designated Beneficiary under Section 409A of the Code except that this provision shall not apply in the event of the Company’s negligence or willful disregard in its interpretation of the application of Section 409A of the Code and the Regulations thereunder to the Plan.

 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

31

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.

32

Appendix A

The benefits payable from the Retirement Benefit and Equalization Plan of the Dun & Bradstreet Corporation (the “Excess Plan”) to Members of this Plan shall be determined as amounts 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 65 (the “Normal Retirement Date”).

In the event a Member’s benefit from this Plan is paid in a form other than a single life annuity, however, the benefits payable from the PBEP shall be adjusted to equal the actuarial equivalent value of the single life annuity amount computed on the basis of mortality rates shown in Appendix B of this Plan and 6.75% interest.  In the event a Member’s benefit from this Plan commences prior to the Member’s Normal Retirement Date, and the Member terminated employment with the Company on or after he or she attained age 55, the benefits payable from the PBEP commencing on the first day of the month coincident with or next following the Member’s Normal Retirement Date shall be reduced by 3/12% for each month prior to the Normal Retirement Date (or age 60 if the Member has 35 years of service on his or her Early Retirement Date) that benefits commence.  In the event a Member’s benefit from this Plan commences prior to the Member’s Normal Retirement Date, and the Member terminated employment with the Company before he or she attained age 55, the benefits payable from the PBEP as determined in accordance with the provisions set forth above shall be adjusted to equal the actuarial equivalent value of such amount computed on the basis of mortality rates shown in Appendix B of this Plan and 6.75% interest.

33

APPENDIX B

MORTALITY RATES

Age	Participant	Beneficiary	Age	Participant	Beneficiary
25	.000581	.000470	68	.024559	.018359
26	.000610	.000497	69	.026871	.020335
27	.000644	.000526	70	.029559	.022766
28	.000681	.000557	71	.032952	.025919
29	.000720	.000591	72	.036762	.029529
30	.000763	.000629	73	.040907	.033496
31	.000811	.000669	74	.045427	.037808
32	.000866	.000714	75	.050298	.042428
33	.000923	.000762	76	.055809	.047551
34	.000988	.000814	77	.062080	.053217
35	.001059	.000873	78	.069068	.059419
36	.001136	.000936	79	.076746	.066162
37	.001223	.001077	80	.084955	.073330
38	.001318	.001084	81	.093582	.080901
39	.001423	.001168	82	.102603	.088868
40	.001539	.001261	83	.111984	.097236
41	.001682	.001369	84	.121754	.106074
42	.001869	.001497	85	.131910	.115436
43	.002097	.001647	86	.142522	.125403
44	.002364	.001815	87	.153693	.136075
45	.002670	.002005	88	.165518	.147557
46	.003011	.002216	89	.178093	.159954
47	.003388	.002449	90	.191529	.173397
48	.003797	.002705	91	.203702	.185997
49	.004241	.002983	92	.216646	.199614
50	.004717	.003289	93	.230478	.214387
51	.005216	.003594	94	.245331	.230463
52	.005746	.003926	95	.261353	.248008

34

53	.006310	.004288	96	.278704	.267202
54	.006907	.004683	97	.297562	.288242
55	.007538	.005112	98	.318124	.311344
56	.008206	.005588	99	.340598	.336741
57	.008916	.006123	100	.365204	.364688
58	.009679	.006729	101	.392179	.395460
59	.010510	.007415	102	.421772	.429358
60	.011426	.008190	103	.455805	.467222
61	.012449	.009063	104	.496440	.510917
62	.013608	.010042	105	.545840	.562310
63	.014928	.011131	106	.606167	.623265
64	.016449	.012338	107	.679585	.695646
65	.018207	.013671	108	.768255	.781319
66	.020245	.015129	109	.874340	.882150
67	.022388	.016662	110	.999999	.999999

35

EX-10.47.3

Exhibit 10.47.3

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 purposes 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 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.  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;

·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

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.  Upon submission of invoices, the Corporation shall promptly pay or reimburse all reasonable costs and expenses (including fees and disbursements of counsel and pension experts) incurred to assert rights under this Plan 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, in which case any amounts previously paid by the Corporation shall be promptly repaid.

V.            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, except that no such amendment shall deprive any participant of benefits accrued at the time of such amendment.  Notwithstanding the foregoing, 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.

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 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 exception for short-term deferrals under Section 1.409A-1(b)(4) of the Regulations under Section 409A of the Code and

4

the Corporation shall have no right to accelerate, defer 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 participant or beneficiary for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of such participant or beneficiary 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 thereunder to the Plan..

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.

5

EX-10.50.2

Exhibit 10.50.2

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	“Lump Sum Election”	10
	1.25	“Member”	10
	1.26	“Other Disability Income”	10
	1.27	“Other Retirement Income”	11
	1.28	“Plan”	11
	1.29	“Plan Administrator”	11
	1.30	“Potential Change in Control”	12
	1.31	“Regulations”	12
	1.32	“Retirement”	12
	1.33	“Retirement Benefits”	13
	1.34	“Separation from Service”	13
	1.35	“Service”	13
	1.36	“Surviving Spouse”	14
	1.37	“Surviving Spouse’s Benefits”	14

i

	1.38	“Vested Former Member”	14
SECTION 2 - PARTICIPATION			15
	2.1	Commencement of Participation	15
	2.2	Termination of Participation	15
			15
SECTION 3 - AMOUNT AND FORM OF BENEFITS			15
	3.1	Retirement Benefits	15
	3.2	Deferred Vested Benefit	17
	3.3	Time and Form of Payment	19
	3.4	Lump Sum Election	23
	3.5	Cessation of Benefits	26
	3.6	Notification of Cessation of Benefits	27
	3.7	Repayment of Benefits Paid as Lump Sum	28
	3.8	Change in Control	28
SECTION 4 - DISABILITY BENEFITS			31
	4.1	Disability Benefits	31
SECTION 5 - SURVIVING SPOUSE’S BENEFITS			31
	5.1	Death Prior to Benefit Commencement	31
	5.2	Death On or After Benefit Commencement	32
	5.3	Commencement of Surviving Spouse’s Benefit	32
	5.4	Lump Sum Payment	32
	5.5	Reduction	33
SECTION 6 - PLAN ADMINISTRATOR			33
	6.1	Duties and Authority	33
	6.2	Presentation of Claims	34
	6.3	Claims Denial Notification	34
	6.4	Claims Review Procedure	35
	6.5	Timing	36
	6.6	Final Decision	36

ii

SECTION 7- MISCELLANEOUS			37
	7.1	Amendment; Termination	37
	7.2	Termination	37
	7.2	No Employment Rights	39
	7.4	Unfunded Status	39
	7.5	Arbitration	40
	7.6	No Alienation	40
	7.7	Withholding	41
	7.8	Governing Law	41
	7.9	Successors	41
	7.10	Integration	42

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.

 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 Member’s termination of employment with the Company or an Affiliated Employer or, if earlier, removal from participation under this Plan, affording the highest such Average Final Compensation.  If actual monthly Compensation for any month during the 120-month computational period is unavailable, Compensation for such month shall be determined by dividing the Member’s annual rate of base pay in the month preceding such unavailable month by 12.

 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.

2

 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 1.10(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 Affiliated

6

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 Compensation and Benefits Committee of the Board 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 (other than Disability Benefits) 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.

7

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

 1.19“Disability” or “Disabled” shall mean disability or disabled for purposes of 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 (i) a Member whose employment with the Company or an Affiliated Employer terminates with a  Vested Percentage equal to 0%, or (ii) 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 following circumstances unless such circumstances are fully corrected prior to the date of termination specified in the notice of termination given in respect thereof:

8

(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

9

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“Lump Sum Election” shall mean an election to receive all or a portion of the benefits payable hereunder in a lump sum pursuant to Section 3.4 hereof.

 1.25“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.

 1.26“Other Disability Income” shall mean (i) 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 (ii) the disability income payable to a Member from

10

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).

 1.27“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”), (increased by the amount of benefits, if any, payable from the Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation), 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).

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

 1.29“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).

11

 1.30“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.

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

 1.32“Retirement” shall mean the termination of a Member’s or Vested Former Member’s employment with the Company or an Affiliated Employer other than by reason of death or Disability after attaining age 55 and completing one year of Service, or if Disability Benefits have been paid under the Plan to a Member or Vested  Former Member, the later of the cessation of the payment of such Disability Benefits or the  Member’s or Vested

12

Former Member’s attainment of age 55.  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 as approved by the Committee.

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

 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 of 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 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 Disability Benefits under this 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 otherwise to constitute Service

13

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.

 1.36“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“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.

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

14

 1.39“Vested Former Member” shall mean (i) 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 (ii) 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.

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

15

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 1.30 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 Chief Executive Officer of the Company, 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;

(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 Retirement, the Actuarial

16

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;

(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 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 under the terms of the appropriate retirement arrangement.

 3.2Deferred Vested Benefit.

(a)Eligibility.  Each Member and Vested Former Member who has a Vested Percentage (as defined below) greater than 0% and whose employment with the Company or an Affiliated Employer terminates prior to Retirement, for a reason other than Cause, death or Disability, 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 1.30 of the Plan to the contrary, solely for the purpose of determining the Vested Percentage under the following schedule, Service shall

17

exclude any such service prior to the date the individual becomes a Member,  except to the extent otherwise determined by the Chief Executive Officer of the Company, 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 terminates 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 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 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

18

such date, regardless of whether such date precedes the earliest possible payment date under the terms of the Basic Plan;

(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 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 under the terms of the appropriate retirement arrangement.

 3.3Time and Form of Payment.

(a)Except as provided under Section 3.3(b) or Section 3.3(c), the Retirement Benefit or Deferred Vested Benefit under this Plan, as the case may be, shall be payable in monthly installments in the form of a straight life annuity and without regard to any optional form of benefits elected under the Basic Plan.  Payments shall commence as of the first day of the calendar month coinciding with or next following (i) the earlier of the date the Member or Vested Former Member attains age 65 or the date of the Member’s or Vested Former Member’s Retirement, in the case of Retirement Benefits or (ii) the later of the date the Member or Vested

19

Former Member attains age 55 or terminates employment, in the case of Deferred Vested Benefits.

(b)If a Member or Vested Former Member has made a Lump Sum Election pursuant to Section 3.4, the Retirement Benefit, or Deferred Vested Benefit under this Plan, as the case may be, shall be payable in the form or combination of forms of payment elected pursuant to such Lump Sum Election under Section 3.4 and without regard to any optional form of benefits elected under the Basic Plan.  Any portion of the benefits hereunder payable in a lump sum shall be paid on the first day of the calendar month next following the calendar month in which occurs (i) the earlier of the date the Member or Vested Former Member attains age 65 or the date of the Member’s or Vested Former Member’s Retirement, in the case of Retirement Benefits or (ii) the later of the date the Member or Vested Former Member attains age 55 or terminates employment, in the case of Deferred Vested Benefits.

(c)Notwithstanding any Lump Sum Election made (or not made) under Section 3.4, if the lump sum value, determined in the same manner as provided under Section 3.4(a), of a Member’s or Vested Former Member’s Retirement, or Deferred Vested Benefit is $10,000 or less at the time such benefit is payable under this Plan, such benefit shall be payable as a lump sum at the time provided in Section 3.3(b) provided that the benefits payable to or on behalf of such Member under all similar arrangements that would constitute a nonqualified deferred compensation plan under the Regulations are being paid at the same time.

20

(d)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. In the event such Specified Employee’s Retirement Benefit or Deferred Vested Benefit is paid in the form of an annuity, the adjusted annuity payments to which such Specified Employee would otherwise be entitled during such six months shall be accumulated and paid on the first annuity payment date of the seventh month following such Specified Employee’s Separation from Service.  In the event such Specified Employee has elected payment of all or part of his or her Retirement Benefit or Deferred Vested Benefit in the form of a lump sum, 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 (e).

(e)The provisions of Sections 3.3(a), (b) and (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:

21

(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; or

(ii)if payment is necessary to satisfy requirements established pursuant to a written determination by the Office of Government Ethics that:  (A) divestiture of the financial interest or termination of the financial arrangement is reasonably necessary to comply with any Federal conflict of interest statute, regulation, rule or executive order (including Section 208 of Title 18, United States Code), or is requested by a congressional committee as a condition of confirmation; and (B) specifies the financial interest to be divested or terminated.

(f)The provisions of Sections 3.3(a) and (b) 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.

22

3.4Lump Sum Election.

(a)A Member or Vested Former Member may elect to receive all, none, or a specified portion, as provided in Section 3.4(e), of his or her Retirement Benefit or Deferred Vested Benefit under the Plan as a lump sum and to receive any balance of such benefit in the form of an annuity; provided that any such Lump Sum Election shall be effective for purposes of this Plan only if the conditions of Section 3.4(b), (c) or (d) are satisfied.  The amount of any portion of a Member’s or a Vested Former Member’s Retirement Benefit or Deferred Vested Benefit payable as a lump sum under this Section 3.4 shall equal the present value of such portion of the benefit, and such present value shall be determined (i) on the assumption that it is payable in the form of a joint and 50 percent survivor annuity if such Member or Vested Former Member is married; and (ii) on the basis of (A) 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 date provided in Section 3.3(a) as of which monthly installments would otherwise commence, as modified by Section 3.8(a)(i) if applicable and (B) using the 1983 Group Annuity Mortality Table.

(b)An individual who is expected to become a Member shall elect, on forms to be provided by the Plan Administrator, whether payment of all or any portion of the

23

Retirement Benefit or Deferred Vested Benefit to which such Member may become entitled shall be paid in a lump sum or as an annuity.  The election must be filed with the Plan Administrator prior to the commencement of participation in order to be effective.

(c)Notwithstanding Section 3.4(b), a Member or Vested Former Member (i) who has accrued a Retirement Benefit or Deferred Vested Benefit with respect to periods prior to January 1, 2008, and (ii) to whom distributions have not commenced, shall be permitted to make the lump sum election described in Section 3.4(b) one or more times on or before December 31, 2007 (or such later date as may be specified by the Internal Revenue Service in Regulations or other guidance interpreting Section 409A of the Code) provided that any such election shall be made in writing on such form as the Plan Administrator may reasonably require and, provided further, that (A) with respect to an election made on or after January 1, 2006 and on or before December 31, 2006, the election may apply only to Retirement Benefits or Deferred Vested Benefits that would not otherwise be payable in 2006 and may not cause a Retirement Benefit or Deferred Vested Benefit to be paid in 2006 that would not otherwise be payable in 2006; and (b) with respect to an election made on or after January 1, 2007 and on or before December 31, 2007, the election may apply only to Retirement Benefits or Deferred Vested Benefits that would not otherwise be payable in 2007 and may not cause a Retirement Benefit or Deferred Vested Benefit to be paid in 2007 that would not otherwise be payable in 2007.

24

(d)A Member or Vested Former Member may make subsequent lump sum elections on and after January 1, 2008, on forms to be provided by the Plan Administrator, to change the form of payment of his or her Retirement Benefit or Deferred Vested Benefit under the following conditions:

(i)No such subsequent election shall be effective until 12 months after the date such election is filed with the Plan Administrator;

(ii)Except in the event of payment upon death, any such subsequent election must be filed with the Plan Administrator at least 12 months prior to the earliest date on which the Member’s Retirement Benefit or Deferred Vested Benefit could be payable pursuant to the Member’s last election;

(iii)Except in the event of payment upon death, the date on which the Member’s Retirement Benefit or Vested Former Member’s Deferred Vested Benefit is paid or commences to be paid shall be deferred by not less than five years  from the date on which such Retirement Benefit or Deferred Vested Benefit would have been paid or commenced under the Member’s or Vested Former Member’s last election.  An annuity form of payment shall be treated as an entitlement to a single payment in accordance with the provisions of the Regulations and such five-year delay shall apply to all payments under the annuity.

25

(e)A Member or Vested Former Member making an election under Section 3.4(a) may specify the portion of his Retirement Benefit or Deferred Vested Benefit under the Plan to be received in a lump sum as follows:  0%, 25%, 50%, 75%, or 100%.

 3.5Cessation of Benefits.  Subject to Section 3.8 hereof, no benefits or no further benefits, as the case may be, 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 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

26

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

 3.6Notification of Cessation 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 or no further benefits, as the case may be, will be paid to such Member, Vested Former Member or Surviving Spouse.  Such written notice shall specify the particular act(s), or failures to act, and the basis on which the decision to cease paying his or her benefits has been made.

27

3.7Repayment of Benefits Paid as Lump Sum.

(a)Subject to Section 3.8 hereof, a Member or Vested Former Member who receives in a lump sum any portion of his or her Retirement Benefit or Deferred Vested Benefit pursuant to a Lump Sum Election, shall receive such lump sum portion of such Retirement Benefit or Deferred Vested Benefit subject to the condition that if such Member or Vested Former Member engages in any of the acts described in Section 3.5, then such Member or Vested Former Member 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 annuity under this Plan and such annuity payments were subject to the provisions of Section 3.5.

 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

28

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 in the form provided in Section 3.3 commencing as provided in Section 3.3(a) or (b), as the case may be, provided that with respect to Deferred Vested Benefits, the commencement 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 by crediting such Member with three additional years of age and on the assumption that unreduced benefits are payable upon the Member’s attainment of age 55.  Moreover, for purposes of determining the Actuarial Equivalent Value of such benefits payable in the form of a lump sum, the interest and mortality factors specified in Section 3.4(a) shall apply.  In addition, in the event that a Member’s Service shall have been limited pursuant to Section 1.35(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

29

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

30

SECTION 4 - DISABILITY BENEFITS

 4.1Disability Benefits.

(a)Eligibility. A Member who is enrolled for the maximum disability insurance coverage available under the Basic Disability Plan and 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 Commencement.  Upon the death of a Member or Vested Former Member, prior to the commencement 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 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 on the date of death and commenced benefits on the

31

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 Commencement.  Upon the death of a Vested Former Member while he or she is receiving Retirement or Deferred Vested Benefits, his or her Surviving Spouse shall receive a Surviving Spouse’s Benefit equal to 50% of the Benefit he or she was receiving at the time of death.  Notwithstanding the foregoing, no benefit shall be payable under this Section 5.2 to the extent a Retirement Benefit or Deferred Vested Benefit was previously paid to a Member or Vested Former Member in the form of a lump sum.

 5.3Commencement of Surviving Spouse’s Benefit.  Except as provided in Section 5.4, the Surviving Spouse’s Benefit provided under Sections 5.1 or 5.2 will be payable monthly, commencing in the calendar month next following the calendar month in which the Member’s death occurs.  Such benefits shall continue until the first day of the month in which the Surviving Spouse dies.

 5.4Lump Sum Payment.

(a)If a Member or a Vested Former Member made an Election under Section 3.4 but such Member or Vested Former Member died prior to such lump sum payment, the Surviving Spouse’s Benefit payable under Section 5.1 hereof will be payable in the form or combination of forms of payment so elected by such Member or Vested Former Member pursuant to such Lump Sum Election.  The amount of

32

any lump sum payment under the Plan shall be determined using the actuarial assumptions set forth in Section 3.4(a).

(b)If the lump sum value, determined in the same manner as provided under Section 3.4(a), of a Surviving Spouse’s Benefit is $10,000 or less at the time such Surviving Spouse’s Benefit is payable under this Plan, such benefit shall be payable as a lump sum provided that the benefits payable to or on behalf of such Member or Vested Former Member under all similar arrangements that would constitute a nonqualified deferred compensation plan under the Regulations are being paid at the same time.

(c)Any Surviving Spouse’s Benefit which is payable as a 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.

 5.5Reduction.  Notwithstanding the foregoing provisions of 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

33

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.  The claims procedures set forth in Sections 6.2 through 6.6 shall be effective January 1, 2003.  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;

34

(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

35

(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.

36

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 receive under this Plan to become subject to an income tax penalty 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.

37

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 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 substantially similar arrangements sponsored by the Company are terminated so that all Members and Vested Former Members in this Plan and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve months of the date of termination of the arrangements;

(c)(i) 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; (ii) 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 termination of the arrangements; (iii) all payments are made within twenty-four months of the termination of the arrangements; and (iv) 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

38

Member or Vested Former Member participated in both arrangements, at any time within five years following the date of termination of the arrangement; 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 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 Employee, 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

39

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. Upon submission of invoices, the Company shall promptly pay or reimburse all reasonable costs and expenses (including fees and disbursements of counsel and pension experts) incurred to assert rights under this Plan 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, in which case any amounts previously paid by the Company shall be promptly repaid.

 7.6No Alienation.  Except as otherwise provided in Section 3.3(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,

40

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 and the Company 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 Company shall have no obligation, however, to reimburse any Member, Vested Former Member or Surviving Spouse for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of such Member, Vested Former Member or Surviving Spouse under Section 409A of the Code except that this provision shall not apply in the event of the Company’s negligence or willful disregard in its interpretation of the application of Section 409A of the Code and the Regulations thereunder to the Plan.

 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

41

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, 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.

42

EX-10.51.1

Exhibit 10.51.1

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”	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	“Code”	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	“Lump Sum Election”	10
1.25	“Member”	10
1.26	“Other Disability Income”	11
1.27	“Other Retirement Income”	11
1.28	“Plan”	11
1.29	“Plan Administrator”	12
1.30	“Potential Change in Control”	12
1.31	“Regulations”	12
1.32	“Retirement”	13
1.33	“Retirement Benefits”	13
1.34	“Separation from Service”	12
1.35	“Service”	13
1.36	“Specfied Employee”	14
1.37	“Surviving Spouse”	15
1.38	“Surviving Spouse’s Benefits”	15
1.39	“Vested Former Member”	15

i

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 Election	25
3.5	Cessation of Benefits	28
3.6	Notification of Cessation of Benefits	30
3.7	Repayment of Benefits Paid as Lump Sum	30
3.8	Change in Control	31
SECTION 4 - DISABILITY BENEFITS		33
4.1	Eligibility	33
4.2	Amount	33
SECTION 5 - SURVIVING SPOUSE’S BENEFITS		33
5.1	Death Prior to Benefit Commencement	33
5.2	Death On or After Benefit Commencement	34
5.3	Commencement of Surviving Spouse’s Benefit	34
5.4	Lump Sum Payment	35
5.5	Reduction	35
SECTION 6 - PLAN ADMINISTRATOR		36
6.1	Duties and Authority	36
6.2	Presentation of Claims	36
6.3	Claims Denial Notification	37
6.4	Claims Review Procedure	37
6.5	Timing	38
6.6	Final Decision	38

ii

SECTION 7 - MISCELLANEOUS		39
7.1	Amendment; Suspension	39
7.2	Termination	40
7.3	No Employment Rights	42
7.4	Unfunded Status	42
7.5	Arbitration	42
7.6	No Alienation	43
7.7	Withholding	43
7.8	Governing Law	43
7.9	Successors	44
7.10	Integration	44

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.

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 Member’s termination of employment with the Company or an Affiliated Employer or, if earlier, removal from participation under this Plan, affording the highest such Average Final Compensation.  If actual monthly Compensation for any month during the 120-month computational period is unavailable, Compensation for such month shall be determined by dividing the Member’s annual rate of base pay in the month preceding such unavailable month by 12.

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.

2

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

5

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.

 1.12“Change in Control Agreement” shall mean any written agreement in effect between any Member or Former Member or Vested Former Member and the

6

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.

1.14“Committee” shall mean the Compensation and Benefits Committee of the Board 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 (other than Disability Benefits) 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.

7

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

 1.19“Disability” or “Disabled” shall mean disability or disabled for purposes of 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 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:

8

(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“Lump Sum Election” shall mean an election to receive all or a portion of the benefits payable hereunder in a lump sum pursuant to Section 3.4 hereof.

 1.25“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.

10

 1.26“Other Disability Income” shall mean (i) 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 (ii) 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).

 1.27“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”), (increased by the amount of benefits, if any, payable from the Pension Benefit Equalization Plan and/or the Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation), 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).

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

11

 1.29“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).

 1.30“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

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

12

 1.32 “Retirement” shall mean the termination of a Member’s or Vested Former Member’s employment with the Company or an Affiliated Employer other than by reason of death or Disability after attaining age 65 and completing five years of Service or if Disability Benefits have been paid under the Plan to a Member or Vested Former Member, the later of the cessation of the payment of such Disability Benefits or the Member’s or Vested Former Member’s attainment of age 55.  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 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.

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

 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 of 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 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 Disability Benefits under this Plan; (b) if a Member was employed by a

13

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 otherwise to 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.

 1.36“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

14

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“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.

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

 1.39“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.

15

 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;

16

(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 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 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 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 whose employment with the Company or an Affiliated Employer terminates prior to Retirement, for a reason other than Cause, death or Disability shall be entitled to the Deferred

17

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 terminates 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 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 Member’s or Vested Former Member’s Deferred Vested Benefit

18

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 under the terms of the appropriate retirement arrangement.

 3.3Time and Form of Payment.

(a)Except as provided under Section 3.3(b) or Section 3.3(c), the Retirement Benefit or Deferred Vested Benefit under this Plan, as the case may be, shall be payable in monthly installments in the form of a straight life annuity and without regard to any optional form of benefits elected under the Basic Plan.  Payments shall commence as of the first day of the calendar month coinciding with or next following (i) the earlier of the date the Member or Vested Former Member attains age 65 or the date of the Member’s or Vested Former Member’s Retirement, in the case of Retirement Benefits or (ii) the later of the date the Member or Vested Former Member attains age 55 or terminates employment, in the case of Deferred Vested Benefits.

(1)Anything in this Plan to the contrary notwithstanding, the Deferred Vested Benefit payable to a Member or Vested Former Member

19

who terminates employment 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 employment has been terminated 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 who terminates employment for Good Reason before such Member or Vested Former Member has attained age 55 shall 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, by 10% if such Member or Vested Former 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  termination of employment 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

20

Service shall be reduced by 2% for each 12-month period that such Member’s or Vested Former Member’s termination of employment 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  termination of employment 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 termination of employment precedes such Member’s or Vested Former Member’s attainment of age 60.  A Member or Vested Former Member whose termination of employment 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.

(5) 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.

21

(b)If a Member or Vested Former Member has made a Lump Sum Election pursuant to Section 3.4, the Retirement Benefit or Deferred Vested Benefit under this Plan, as the case may be, shall be payable in the form or combination of forms of payment elected pursuant to such Lump Sum Election under Section 3.4 and without regard to any optional form of benefits elected under the Basic Plan.  Any portion of the benefits hereunder payable in a lump sum shall be paid on the first day of the calendar month next following the calendar month in which occurs (i) the earlier of the date the Member or Vested Former Member attains age 65 or the date of the Member’s or Vested Former Member’s Retirement, in the case of Retirement Benefits or (ii) the later of the date the Member or Vested Former Member attains age 55 or terminates employment, in the case of Deferred Vested Benefits.

(c)Notwithstanding any Lump Sum Election made (or not made) under Section 3.4, if the lump sum value, determined in the same manner as provided under Section 3.4(a), of a Member’s or Vested Former Member’s Retirement or Deferred Vested Benefit is $10,000 or less at the time such benefit is payable under this Plan, such benefit shall be payable as a lump sum at the time provided in Section 3.3(b) provided that the benefits payable to or on behalf of such Member under all similar arrangements that would constitute a nonqualified deferred compensation plan under the Regulations are being paid at the same time.

22

(d)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. In the event such Specified Employee’s Retirement Benefit or Deferred Vested Benefit is paid in the form of an annuity, the adjusted annuity payments to which such Specified Employee would otherwise be entitled during such six months shall be accumulated and paid on the first annuity payment date of the seventh month following such Specified Employee’s Separation from Service.  In the event such Specified Employee has elected payment of all or part of his or her Retirement Benefit or Deferred Vested Benefit in the form of a lump sum, 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 (e).

23

(e)The provisions of Sections 3.3(a), (b) and (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; or

(ii)if payment is necessary to satisfy requirements established pursuant to a written determination by the Office of Government Ethics that:  (A) divestiture of the financial interest or termination of the financial arrangement is reasonably necessary to comply with any Federal conflict of interest statute, regulation, rule or executive order (including Section 208 of Title 18, United States Code), or is requested by a congressional committee as a condition of confirmation; and (B) specifies the financial interest to be divested or terminated.

(f)The provisions of Sections 3.3(a) and (b) 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

24

such delay is for reasons that are commercially reasonable, provided that payment is made as soon as payment is administratively practicable.

 3.4Lump Sum Election.

(a)A Member or Vested Former Member may elect to receive all, none, or a specified portion, as provided in Section 3.4(e), of his or her Retirement Benefit or Deferred Vested Benefit under the Plan as a lump sum and to receive any balance of such benefit in the form of an annuity; provided that any such Lump Sum Election shall be effective for purposes of this Plan only if the conditions of Section 3.4(b), (c) or (d) are satisfied.  The amount of any portion of a Member’s or a Vested Former Member’s Retirement Benefit or Deferred Vested Benefit payable as a lump sum under this Section 3.4 shall be determined by first reducing such portion of the benefit in accordance with Section 3.3 (a)(1), (2), (3) or (4), if applicable, and then calculating the present value of such portion of the benefit: (i) on the assumption that it is payable in the form of a joint and 50 percent survivor annuity if such Member or Vested Former Member is married; and (ii) on the basis of (A) 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 date provided in Section 3.3(a) as of which monthly installments would otherwise commence, as modified by

25

Section 3.8(a)(i) if applicable, and (B) the 1983 Group Annuity Mortality Table.

(b)An individual who is expected to become a Member shall elect, on forms to be provided by the Plan Administrator, whether payment of all or any portion of the Retirement Benefit or Deferred Vested Benefit to which such Member may become entitled shall be paid in a lump sum or as an annuity.  The election must be filed with the Plan Administrator prior to the commencement of participation in order to be effective.

(c)Notwithstanding Section 3.4(b), a Member or Vested Former Member (i) who has accrued a Retirement Benefit or Deferred Vested Benefit with respect to periods prior to January 1, 2008, and (ii) to whom distributions have not commenced, shall be permitted to make the lump sum election described in Section 3.4(b) one or more times on or before December 31, 2007 (or such later date as may be specified by the Internal Revenue Service in Regulations or other guidance interpreting Section 409A of the Code) provided that any such election shall be made in writing on such form as the Plan Administrator may reasonably require and, provided further, that (A) with respect to an election made on or after January 1, 2006 and on or before December 31, 2006, the election may apply only to Retirement Benefits or Deferred Vested Benefits that would not otherwise be payable in 2006 and may not cause a Retirement Benefit or Deferred Vested Benefit to be paid in 2006 that would not otherwise be payable in

26

2006; and (B) with respect to an election made on or after January 1, 2007 and on or before December 31, 2007, the election may apply only to Retirement Benefits or Deferred Vested Benefits that would not otherwise be payable in 2007 and may not cause a Retirement Benefit or Deferred Vested Benefit to be paid in 2007 that would not otherwise be payable in 2007.

(d)A Member or Vested Former Member may make subsequent lump sum elections on and after January 1, 2008, on forms to be provided by the Plan Administrator, to change the form of payment of his or her Retirement Benefit or Deferred Vested Benefit under the following conditions:

(i)No such subsequent election shall be effective until 12 months after the date such election is filed with the Plan Administrator;

(ii)Except in the event of payment upon death, any such subsequent election must be filed with the Plan Administrator at least 12 months prior to the earliest date on which the Member’s Retirement Benefit or Deferred Vested Benefit could be payable pursuant to the Member’s last election;

(iii)Except in the event of payment upon death, the date on which the Member’s Retirement Benefit or Vested Former Member’s Deferred Vested Benefit is paid or commences to be paid shall be

27

deferred by not less than five years  from the date on which such Retirement Benefit or Deferred Vested Benefit would have been paid or commenced under the Member’s or Vested Former Member’s last election.  An annuity form of payment shall be treated as an entitlement to a single payment in accordance with the provisions of the Regulations and such five-year delay shall apply to all payments under the annuity.

(e)A Member making an election under Section 3.4(a) may specify the portion of his Retirement or Deferred Vested Benefit under the Plan to be received in a lump sum as follows:  0%, 25%, 50%, 75%, or 100%.

 3.5Cessation of Benefits.  Subject to Section 3.8 hereof, no benefits or no further benefits, as the case may be, 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 Member or Vested Former Member accepts any form of compensation from such competing entity;

28

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

29

 3.6Notification of Cessation 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 or no further benefits, as the case may be, will be paid to such Member, Vested Former Member or Surviving Spouse.  Such written notice shall specify the particular act(s), or failures to act, and the basis on which the decision to cease paying 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 receives in a lump sum any portion of his or her Retirement Benefit or Deferred Vested Benefit pursuant to a Lump Sum Election, shall receive such lump sum portion of such Retirement Benefit or Deferred Vested Benefit subject to the condition that if such Member or Vested Former Member engages in any of the acts described in Section 3.5, then such Member or Vested Former Member 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

30

form of an annuity under this Plan and such annuity payments were subject to the provisions of Section 3.5.

 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 unless such Member shall have terminated employment prior to attainment of age 52, in which case the Actuarial Equivalent Value of such benefits shall be paid, calculated on the assumption that unreduced benefits are payable upon such Member’s attainment of age 52.  Payment of such benefits shall be made in the form provided in Section 3.3,

31

commencing as provided in Section 3.3(a) or (b), as the case may be, provided that with respect to Deferred Vested Benefits, the commencement of payment shall be determined without regard to whether the Member has attained age 55.  In addition, in the event that a Member’s Service shall have been limited pursuant to Section 1.35(c) to disregard all or any portion of 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

32

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 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 is enrolled for the maximum disability insurance coverage available under the Basic Disability Plan and 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 (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 Commencement.  Upon the death of a Member or Vested Former Member, prior to the commencement of his or her Retirement Benefit or

33

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 on the date of death and commenced benefits 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 Commencement.  Upon the death of a Vested Former Member while he or she is receiving Retirement or Deferred Vested Benefits, his or her Surviving Spouse shall receive a Surviving Spouse’s Benefit equal to 50% of the Benefit he or she was receiving at the time of death.  Notwithstanding the foregoing, no benefit shall be payable under this Section 5.2 to the extent a Retirement Benefit or Deferred Vested Benefit was previously paid to a Member or Vested Former Member in the form of a lump sum.

 5.3Commencement of Surviving Spouse’s Benefit.  Except as provided in Section 5.4, the Surviving Spouse’s Benefit provided under Sections 5.1 or 5.2 will be payable monthly, commencing in the calendar month next following the calendar month in which the Member’s death occurs.  Such benefits shall continue until the first day of the month in which the Surviving Spouse dies.

34

5.4Lump Sum Payment.

(a)If a Member or a Vested Former Member made an Election under Section 3.4 but such Member or Vested Former Member died prior to such lump sum payment, the Surviving Spouse’s Benefit payable under Section 5.1 hereof will be payable in the form or combination of forms of payment so elected by such Member or Vested Former Member pursuant to such Lump Sum Election.  The amount of any lump sum payment under the Plan shall be determined using the actuarial assumptions set forth in Section 3.4(a).

(b)If the lump sum value, determined in the same manner as provided under Section 3.4(a), of a Surviving Spouse’s Benefit is $10,000 or less at the time such Surviving Spouse’s Benefit is payable under this Plan, such benefit shall be payable as a lump sum provided that the benefits payable to or on behalf of such Member or Vested Former Member under all similar arrangements that would constitute a nonqualified deferred compensation plan under the Regulations are being paid at the same time.

(c)Any Surviving Spouse’s Benefit which is payable as a 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.

5.5Reduction.  Notwithstanding the foregoing provisions of Section 5, the amount of a Surviving Spouse’s Benefit shall be reduced by one percentage point for each

35

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; 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

36

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;

(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

37

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.

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

38

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.

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

39

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 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 substantially similar arrangements sponsored by the Company are terminated so that all Members and Vested Former Members in this Plan and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve months of the date of termination of the arrangements;

(c)(i) 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

40

arrangements are terminated; (ii) 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 termination of the arrangements; (iii) all payments are made within twenty-four months of the termination of the arrangements; and (iv) 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 five years following the date of termination of the arrangement; 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 under Section 409A of the Code.

41

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 Employee, 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.  Upon submission of invoices, the Company shall promptly pay or reimburse all reasonable costs and expenses (including fees and disbursements of counsel and pension experts) incurred to assert rights under this Plan 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

42

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, in which case any amounts previously paid by the Company shall be promptly repaid.

7.6No Alienation.  Except as otherwise provided in Section 3.3(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 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 and the Company 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 Company shall have no

43

obligation, however, to reimburse any Member, Vested Former Member or Surviving Spouse for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of such Member, Vested Former Member or Surviving Spouse under Section 409A of the Code except that this provision shall not apply in the event of the Company’s negligence or willful disregard in its interpretation of the application of Section 409A of the Code and the Regulations thereunder to the Plan.

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, however, that no such resolution of any such

44

conflict or ambiguity shall operate to cause the Member to receive duplicate payments or benefits under the arrangements.

45

EX-10.54.1

Exhibit 10.54.1

First Amendment to the
Employment Agreement for David M. Thomas
As Amended and Restated as of January 1, 2005

THIS FIRST AMENDMENT to the Employment Agreement by and between IMS Health Incorporated (the “Company”) and David M. Thomas (“Executive”) as amended and restated at January 1, 2005 (the “Agreement”) shall become effective as of January 1, 2007.

WHEREAS, the Company and Executive entered into the Agreement effective as of November 14, 2000 and amended and restated the Agreement as of December 3, 2002 and January 1, 2005; and

WHEREAS, the Company and Executive desire that Executive continue to provide consulting services to the Company during 2007.

NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the Company and Executive hereby agree as follows:

1.             Section 6(e) of the Agreement is amended as follows (overstruck text is deleted, underscored text is added):

(e)           Consulting Obligation Following Retirement.  Upon Executive’s Retirement at or after March 31, 2006, beginning at the date of such Retirement and continuing through December 31, 2006, Executive shall provide consulting services to the Company on a regular basis up to a maximum amount of six (6) days per month.  The Company shall pay Executive a consulting fee of $70,000 per month, plus reimbursement of reasonable expenses.  The Company will provide to Executive office and administrative support during the period in which he provides consulting services to the Company.  During 2007, at the Company’s request, Executive shall provide consulting services to the Company.   The Company shall pay Executive a retainer of $50,000 with respect to such services in 2007, payable no later than January 12, 2007 (plus reimbursement of reasonable expenses as incurred and documented).  In consideration of such retainer, Executive shall provide 100 hours of consulting services at no additional charge.  Consulting services requested by the Company in excess of 100 hours during 2007 shall be billed to the Company at a rate of $500 per hour (plus reimbursement of reasonable expenses as incurred and documented).  Executive shall maintain records of hours billed in 2007 and make such records available to the Company upon request.  The Company shall provide to Executive administrative support reasonably necessary for the performance of such consulting services during 2007.  The obligation of confidentiality under Section 10(b) of the Agreement shall be applicable to any information obtained by Executive in the course of consulting to the same extent as if such information had been obtained in the course of employment.  The consulting fee payable for 2007 shall be non-refundable in the event of Executive’s death or disability or if Executive bills less than 100 hours during 2007.In the event of Executive’s death or Disability during the Term or after the Term but prior to the end of the period during which the consulting services are to be provided under this Section 6(e), the Company will pay to Executive (or his beneficiaries in the case of death) a lump sum equal to the then present value amount of consulting fees that would have thereafter been paid hereunder if Executive had provided consulting services through the end of the specified consulting period.

-1-

IN WITNESS WHEREOF, Executive has hereunto set his hand and the Company has caused this instrument to be duly executed on the 23rd day of January, 2007

DAVID M. THOMAS	IMS HEALTH INCORPORATED
/s/ David M. Thomas	By:	/s/ David R. Carlucci
David M. Thomas	Name:		David R. Carlucci
	Title:		Chairman of the Board, Chief Executive Officer and President

-2-

EX-10.55.2

Execution Copy

Exhibit 10.55.2

Employment Agreement for Gilles Pajot

As Amended and Restated Effective May 7, 2006

IMS HEALTH INCORPORATED

Employment Agreement for Gilles Pajot

As Amended and Restated Effective May 7, 2006

			Page
1.	Employment		1
2.	Term		1
3.	Offices and Duties		2
	(a)	Generally	2
	(b)	Place of Employment	2
	(c)	Administrative Assistance	2
4.	Salary and Annual Incentive Compensation		2
	(a)	Base Salary	2
	(b)	Annual Incentive Compensation	3
5.	Long Term Compensation, Including Stock Options, Benefits, Deferred Compensation, and Expense Reimbursement		3
	(a)	Executive Compensation Plans	3
	(b)	Employee and Executive Benefit Plans	3
	(c)	Acceleration of Awards Upon a Change in Control	6
	(d)	Deferral of Compensation	6
	(e)	Company Registration Obligations	6
	(f)	Reimbursement of Expenses	7
	(g)	Relocation Following Termination of Employment	7
	(h)	Limitations Under Code Section 409A	7
6.	Termination Due to Retirement, Death or Disability		7
	(a)	Retirement	7
	(b)	Death	8
	(c)	Disability	8
	(d)	Other Terms of Payment Following Retirement, Death or Disability	9
7.	Termination of Employment For Reasons Other Than Retirement, Death, or Disability		10
	(a)	Termination by the Company for Cause	10

i

	(b)	Termination by Executive Other Than For Good Reason	10
	(c)	Termination by the Company Without Cause Prior to or More than Two Years After a Change in Control	10
	(d)	Termination by Executive for Good Reason Prior to or More than Two Years After a Change in Control	12
	(e)	Termination by the Company Without Cause Within Two Years After a Change in Control	14
	(f)	Termination by Executive for Good Reason Within Two Years After a Change in Control	15
	(g)	Other Terms Relating to Certain Terminations of Employment; Delayed Payments Under Section 409A	17
8.	Definitions Relating to Termination Events		17
	(a)	“Cause”	17
	(b)	“Change in Control”	18
	(c)	“Compensation Accrued at Termination”	19
	(d)	“Disability”	19
	(e)	“Good Reason	19
	(f)	“Potential Change in Control”	20
	(g)	“Specified Employee”	20
9.	Rabbi Trust Obligation Upon Potential Change in Control; Excise Tax Related Provisions		21
	(a)	Rabbi Trust Funded Upon Potential Change in Control	21
	(b)	Gross-up If Excise Tax Would Apply	21
10.	Non-Competition and Non-Disclosure; Executive Cooperation; Non-Disparagement		22
	(a)	Non-Competition	22
	(b)	Non-Disclosure; Ownership of Work	23
	(c)	Cooperation With Regard to Litigation	23
	(d)	Non-Disparagement	23
	(e)	Release of Employment Claims	23
	(f)	Forfeiture of Outstanding Options	23
	(g)	Survival	24
11.	Governing Law; Disputes; Arbitration		24
	(a)	Governing Law	24
	(b)	Reimbursement of Expenses in Enforcing Rights	24
	(c)	Arbitration	25

ii

	(d)	Interest on Unpaid Amounts	25
12.	Miscellaneous		25
	(a)	Integration	25
	(b)	Successors; Transferability	25
	(c)	Beneficiaries	26
	(d)	Notices	26
	(e)	Reformation	26
	(f)	Headings	26
	(g)	No General Waivers	26
	(h)	No Obligation To Mitigate	26
	(i)	Offsets; Withholding	27
	(j)	Successors and Assigns	27
	(k)	Counterparts	27
13.	Indemnification		27
Addendum A			28

iii

IMS HEALTH INCORPORATED

Employment Agreement for Gilles Pajot

As Amended and Restated Effective May 7, 2006

THIS EMPLOYMENT AGREEMENT by and between IMS HEALTH INCORPORATED, a Delaware corporation (the “Company,” subject to Section 12(b)), and Gilles Pajot (“Executive”) became effective as of November 14, 2000 (the “Effective Date”). The first amendment and restatement of this Employment Agreement became effective as of February 16, 2006 and the second amendment and restatement of this Employment Agreement became effective as of May 7, 2006 (the “Restatement Date”).

WITNESSETH

WHEREAS, Executive has served the Company and its predecessors as an executive of their subsidiaries since December 16, 1997;

WHEREAS, the Company desires to continue to employ Executive as Executive Vice President of the Company and, from February 16, 2006, as President, Global Business Management, for the Company;

WHEREAS, Executive desires to continue his employment on the terms and conditions herein set forth;

WHEREAS, Executive became a U.S. resident for Federal income tax purposes on the Restatement Date thereby causing this Employment Agreement to become subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, Executive and the Company desire to amend and restate this Employment Agreement to comply with Section 409A of the Code effective as of the Restatement Date and to make certain other changes to this Employment Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration the receipt and adequacy of which the Company and Executive each hereby acknowledge, the Company and Executive hereby agree as follows:

1.Employment.

The Company hereby agrees to employ Executive as its Executive Vice President of the Company and, from February 16, 2006, as President, Global Business Management, for the Company, and Executive hereby agrees to accept such employment and serve in such capacities, during the Term as defined in Section 2 (subject to Section 7(c)) and upon the terms and conditions set forth in this Employment Agreement (the “Agreement”).

2.Term.

The term of employment of Executive under this Agreement (the “Term”) shall be the period commencing on the Effective Date and ending on December 31, 2002 and any period of extension thereof in accordance with this Section 2, except that the Term will end at a date, prior to the end of such period or extension thereof, specified in Section 6 or 7 in the event of termination of Executive’s employment. The Term, if not previously ended, shall be extended automatically without further action by either party by one additional year (added to the end of the Term) first on December 31, 2002 (extending the Term to December 31, 2003)

1

and on each succeeding December 31 thereafter, unless either party shall have served written notice in accordance with Section 12(d) upon the other party on or before the June 30 preceding a December 31 extension date electing not to extend the Term further as of that December 31 extension date, in which case employment shall terminate on that December 31 and the Term shall end at that date, subject to earlier termination of employment and earlier termination of the Term in accordance with Section 6 or 7. The foregoing notwithstanding, in the event there occurs a Potential Change in Control during the period of 180 days prior to the December 31 on which the Term will terminate as a result of notice given by the Executive or the Company hereunder, the Term shall be extended automatically at that December 31 by an additional period such that the Term will extend until the 180th day following such Potential Change in Control.

3.Offices and Duties.

The provisions of this Section 3 will apply during the Term after the Restatement Date, except as otherwise provided in Section 7(c) or 7(e):

(a)Generally. Executive shall serve as the Executive Vice President of the Company and President, Global Business Management, for the Company.  In any and all such capacities, Executive shall report only to the Chief Executive Officer of the Company and to the Board of Directors (the “Board”).  Executive shall have and perform such duties, responsibilities, and authorities as are customary for an executive vice president and a designated president responsible for global business management of a publicly held corporation of the size, type, and nature of the Company as they may exist from time to time and consistent with such position and status, but in no event shall such duties, responsibilities, and authorities be reduced from those of Executive at the Restatement Date (including those specified in this Section 3(a)), except with the written consent of Executive.  Executive shall devote his full business time and attention, and his best efforts, abilities, experience, and talent, to the positions of Executive Vice President of the Company and President, Global Business Management, for the Company, and for the businesses of the Company without commitment to other business endeavors, except that Executive (i) may make personal investments which are not in conflict with his duties to the Company and manage personal and family financial and legal affairs, (ii) may undertake public speaking engagements, and (iii) may serve as a director of (or similar position with) any other business or an educational, charitable, community, civic, religious, or similar type of organization with the approval of the Chief Executive Officer, so long as such activities (i.e., those listed in clauses (i) through (iii)) do not preclude or render unlawful Executive’s employment or service to the Company or otherwise materially inhibit the performance of Executive’s duties under this Agreement or materially impair the business of the Company or its subsidiaries.  It is understood that the designation as “President, Global Business Management” does not constitute an appointment to the corporate office of President of the Company.

(b)Place of Employment. Executive’s principal place of employment shall be at the Corporate Offices of the Company which shall be in Fairfield County, Connecticut.

(c)Administrative Assistance.  Executive will be provided with a senior level executive assistant at the Corporate Offices of the Company in Fairfield County, Connecticut.

4.Salary and Annual Incentive Compensation.

As partial compensation for the services to be rendered hereunder by Executive, the Company agrees to pay to Executive during the Term after the Restatement Date the compensation set forth in this Section 4.

(a)Base Salary. The Company will pay to Executive during the Term a base salary, the annual rate of which shall be 364,140 British Pounds Sterling until October 16, 2006 and from and after such date $700,269, payable in cash in substantially equal semi-monthly installments and otherwise in accordance with the Company’s usual payroll practices with respect to senior executives (except to the extent deferred under Section 5(d)). Executive’s annual base salary shall be reviewed by the Compensation and Benefits Committee of the Board (the “Committee”) at least once in each calendar year, and may be increased above, but may not

2

be reduced below, the then-current rate of such base salary.  For purposes of this Agreement, “Base Salary” means Executive’s then-current base salary.

(b)Annual Incentive Compensation. The Company will pay to Executive during the Term annual incentive compensation which shall offer to Executive an opportunity to earn additional compensation based upon performance in amounts determined by the Committee in accordance with the applicable plan and consistent with past practices of the Company; provided, however, that the annual incentive opportunity during the Term shall be not less than the greater of: (i) 71% of Base Salary; and (ii) the annual target incentive opportunity for the prior year for achievement of target level performance, with the nature of the performance and the levels of performance triggering payments of such annual target incentive compensation for each year to be established and communicated to Executive during the first quarter of such year by the Committee; provided further that annual incentive payable for performance in 2006 shall be based on the amount of salary actually paid during the year.  In addition, the Committee (or the Board) may determine, in its discretion, to increase the Executive’s annual target incentive opportunity or provide an additional annual incentive opportunity, in excess of the annual target incentive opportunity, payable for performance in excess of or in addition to the performance required for payment of the annual target incentive amount. Any annual incentive compensation payable to Executive shall be paid in accordance with the applicable plan (except to the extent deferred under Section 5(d)).

5.Long-Term Compensation, Including Stock Options, Benefits, Deferred Compensation, and Expense Reimbursement

(a)Executive Compensation Plans.  Executive shall be entitled during the Term to participate, without discrimination or duplication, in all executive compensation plans and programs intended for general participation by senior executives of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation any stock option plans, plans under which restricted stock/restricted stock units, performance-based restricted stock/restricted stock units (“PERS”) or performance-accelerated restricted stock/restricted stock units (“PARS”) may be awarded, other annual and long-term cash and/or equity incentive plans, and deferred compensation plans; provided, however, that such plans and programs, in the aggregate, after the Effective Date shall provide Executive with compensation and incentive award opportunities substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. In furtherance of the foregoing:

(i)Executive will continue to be eligible for awards of PERS under the Performance-Based Restricted Stock Program (the “PBRSP”) which match the amount of annual incentive compensation earned under Section 4(b) (with the 2006 award opportunity based on the annual incentive opportunity under Section 4(b) in effect for 2006); provided, however, that the Company may replace the PBRSP with a different long-term incentive program providing an incentive opportunity determined by the Committee to be reasonably comparable to that under the PBRSP; and

(ii)Executive has been granted 39,856 restricted stock units (“RSUs”) as of January 3, 2006, under the Company’s 1998 Employees’ Stock Incentive Plan, on the terms and conditions set forth in the Restricted Stock Unit Grant Agreement.

(b)Employee and Executive Benefit Plans.  Except as otherwise provided in this Section 5(b), Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, to the extent such plans are available generally to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or

3

dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans; provided, however, that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation after the Effective Date substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date.  The foregoing notwithstanding, Executive shall not be eligible to participate or receive benefits under the Company’s Retirement Plan, Savings Plan or Employee Protection Plan and benefits to Executive under his Change-in-Control Agreement shall be payable only if and to the extent that such benefits would exceed the corresponding benefits payable under this Agreement.  Moreover, the Company may, at its discretion, designate the welfare and fringe benefit plans in which Executive shall be eligible to participate after the Restatement Date provided that the welfare and fringe benefits provided by the Company to Executive after the Restatement Date are no less favorable than those provided by the Company to Executive before the Effective Date.

In furtherance of and not in limitation of the foregoing, during the Term after the Restatement Date:

(i)Executive will participate as Executive Vice President and President, Global Business Management, in all executive and employee vacation and time-off programs.  Until the third anniversary of the Restatement Date, he shall be provided with first class round-trip airfare to Paris once every 12 months in order to maintain family ties and, in the event of a serious illness or death of a member of Executive’s immediate family, the Company will provide Executive with an additional first class round-trip airfare to Paris, to be provided in kind or reimbursed to Executive in the payroll period next following the period in which such expense is incurred by Executive;

(ii)The Company will provide Executive with coverage as Executive Vice President and President, Global Business Management, with respect to long-term disability insurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date;

(iii)Executive will be covered by Company-paid group and individual term life insurance providing a death benefit no less than the death benefit provided under Company-paid insurance in effect at the Effective Date; provided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle;

(iv)Executive will be entitled to retirement benefits equivalent to the benefits he would have received under the Pharmacia & Upjohn Global Officers Pension Plan, as set forth in Addendum A hereto; provided, however, that, in the event of termination of Executive’s employment by the Company for Cause pursuant to Section 7(a), no benefits will be payable to Executive pursuant to this Section 5(b)(iv);

(v)The Company will provide Executive with medical, dental and prescription drug benefits consistent with its policies for other senior executives, but coverage shall be provided through the Company’s insured international medical and dental plan or such replacement coverage as Executive may agree to from time to time;

(vi)The Company will provide Executive with the benefits under the Executive Rewards Program, as in effect during the Term, which currently provide an annual physical and up to $10,000 in professional financial planning services.  In addition, until the third anniversary of the Restatement Date, the Company will provide Executive with professional financial planning services associated with his relocation to the United States.  Such services shall be provided in kind or reimbursed to Executive in the year in which such financial planning services are incurred; and

(vii)Until the third anniversary of the Restatement Date, the Company will provide Executive with the following expatriate benefits:

·An automobile allowance, car service or company car to facilitate daily travel to and from Company offices and business activities (“commuting”) to be provided in kind or reimbursed to Executive on a monthly basis.  The Company will reimburse Executive for income taxes resulting from commuting and from the reimbursement of taxes therefore under this Section 5(b)(vii), but the reimbursement for taxes under this

4

Section 5(b)(vii) will not apply to other income taxes resulting from permitted personal use of the automobile and driver or car service.  Such reimbursement shall be made in a lump sum in the year in which such taxes are due.

·Temporary living expenses from the time Executive vacated his apartment in the United Kingdom until June 2, 2006 and a monthly allowance of $18,200, net after taxes, beginning June 2, 2006 for Executive’s costs for housing, security, furniture rental, cleaning services and utilities provided in kind or reimbursed to Executive on a monthly basis. The Company will also bear any lease costs relating to Executive’s United Kingdom apartment after the Restatement Date through its expiration in July 2006, which costs will be payable in 2006. To cover incremental miscellaneous expenses incurred in connection with Executive’s relocation to the United States, the Company will pay to Executive in 2006 a disturbance allowance equal to one-month’s base salary, net after taxes, in 2006.  The Company will also pay for or reimburse to Executive his reasonable moving expenses by way of surface shipment of up to one 40-foot container load and an air shipment of up to 1,000 pounds net weight associated with his relocation to the United States of normal household goods and personal effects, payable in 2006. The Company will further pay for or reimburse to Executive reasonable storage fees in the United Kingdom for other normal household goods and personal effects, which fees will be payable on a monthly basis.  Reasonable moving and storage expenses subject to reimbursement hereunder will not include the moving or storage of automobiles, boats, valuable collections or other items that the Company, in its discretion, determines do not constitute normal household goods or personal effects. Although the Company will not reimburse Executive for shipping any automobile or other vehicle to or from the United States, the Company will pay to Executive in 2006 the amount of $3,000, net after taxes, for loss incurred upon sale or early lease cancellation fee with respect to an automobile. The Company will further provide Executive with certain destination services, including security and porter services, payable monthly in advance or provided in-kind on a monthly basis, consistent with those provided to Executive immediately prior to the Restatement Date, and will pay for or reimburse to Executive in 2006 all costs incurred in securing visas, passports, work permits and related documents.

·Tax equalization payments so that Executive’s U.S. federal, state and local income and employment tax burden does not exceed the amount of income tax and Employee National Insurance Contributions that would have been payable had Executive been working and residing in the United Kingdom, such tax equalization to be subject to and paid in accordance with the Company’s standard expatriate policy for senior executives, as such policy may from time to time be in effect (but changes to the policy shall not cause it to be, in the aggregate, less favorable to Executive than at the Restatement Date) and payment pursuant to such policy to be made in a lump sum in the year in which such taxes are due.  All calculations of tax equalization payments will be performed by and shall be subject to the final approval of the Company’s designated tax preparer, which shall be an international tax firm, whose determination of Executive’s tax equalization payments will be binding upon the Company and Executive.  The Company will pay all fees charged by the designated tax preparer for calculation of the tax equalization payments as provided for herein and for the preparation of all required tax returns for Executive, which costs shall be paid in a lump sum in the year in which such services are billed to the Company.

(viii) Executive will be paid an amount equal to the aggregate Company matching contributions that would have been credited to Executive’s account under the Company Savings Plan and the Company Savings Equalization Plan had Executive participated in such plans to the maximum extent permissible under such plans from the Restatement Date until Executive’s

5

termination of employment plus earnings at an annual rate equal to the annual return that would have been earned had such matching contributions been credited to an account for Executive on January 1st of each year and invested 80 percent in the fixed income fund and 20 percent in the equity index fund available under the Company Savings Plan, such amount to be paid in a lump sum in the calendar year next following the calendar year in which Executive’s termination of employment occurs or in the payroll period next following the payroll period in which Executive’s death occurs, if earlier.

Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by the Company for “Cause” (as defined in Section 8(a)) or Executive terminates voluntarily and not for “Good Reason” (as defined in Section 8(e)), Executive may elect continued participation after termination of employment in the Company’s health and medical coverage that is provided pursuant to Section 5(b)(v) above for himself and his spouse and dependent children after such coverage would otherwise end until such time as Executive becomes eligible for similar coverage with a subsequent employer or other entity to which Executive provides services or becomes eligible for Medicare; provided, however, that in the event of such election, Executive shall pay the Company each year an amount equal to the then-current annual COBRA premium being paid (or payable) for such coverage, unless otherwise provided under Section 6 or 7, in which case there shall be no cost for such coverage for the period specified in Section 6 or 7, as the case may be (subject to the requirements specified in such Section 6 or 7), or unless Executive shall be eligible for substantially similar coverage under the Company’s retiree health plan, in which case coverage shall be provided at the cost and in accordance with the terms of the Company’s retiree health plan provided such cost is not more than the then-current annual COBRA premium being paid (or payable) for continuation of the Company’s health and medical coverage that is provided pursuant to Section 5(b)(v) above.  If the terms of the Company’s plans do not allow Executive’s continued participation, Executive shall instead be paid cash payments until Executive becomes eligible for similar coverage with a subsequent employer or other entity to which Executive provides services or becomes eligible for Medicare equivalent on an after-tax basis to the value of the retiree health benefits that Executive would have received under the Company’s health plan had Executive qualified for full retiree health benefits under the Company’s health plan, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these retiree health benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).

(c)Acceleration of Awards Upon a Change in Control.   In the event of a Change in Control (as defined in Section 8(b)), all outstanding stock options, restricted stock, and other equity-based awards then held by Executive shall become vested and exercisable.

(d)Deferral of Compensation.  If the Company has in effect or adopts any deferral program or arrangement permitting executives to elect to defer any compensation, Executive will be eligible to participate in such program on terms no less favorable than the terms of participation of any other executive officer of the Company.  Any plan or program of the Company which provides benefits based on the level of salary, annual incentive, or other compensation of Executive shall, in determining Executive’s benefits, take into account the amount of salary, annual incentive, or other compensation prior to any reduction for voluntary contributions made by Executive under any deferral or similar contributory plan or program of the Company (excluding compensation that would not be taken into account even if not deferred), but shall not treat any payout or settlement under such a deferral or similar contributory plan or program to be additional salary, annual incentive, or other compensation for purposes of determining such benefits, unless otherwise expressly provided under such plan or program.

(e)Company Registration Obligations.  The Company will use its best efforts to file with the Securities and Exchange Commission and thereafter maintain the effectiveness of one or more registration statements registering under the Securities Act of 1933, as amended (the “1933 Act”), the offer and sale of shares by the Company to Executive pursuant to stock options or other equity-based awards granted to Executive under Company plans or otherwise or, if shares are acquired by Executive in a transaction not involving an offer or sale to Executive but resulting in the acquired shares being “restricted securities” for purposes of the 1933 Act, registering the reoffer and resale of such shares by Executive.

6

(f)Reimbursement of Expenses.  The Company will reimburse Executive for all reasonable business expenses and disbursements incurred by Executive in the performance of Executive’s duties during the Term in accordance with the Company’s reimbursement policies as in effect from time to time, any such reimbursement to be made in a lump sum in the year in which Executive submits to the Company a receipt for any such expense or disbursement.

(g)Relocation Following Termination of Employment.  On or before December 31st of the second calendar year following the calendar year in which Executive’s employment terminates for any reason other than Executive’s voluntary termination with the intent to accept employment with a business entity not affiliated with the Company, the Company will reimburse Executive for all reasonable and customary expenses actually incurred by Executive to relocate Executive and his household to his intended new home.  Executive’s intended new home may be his former home or any other location designated by Executive.  Reasonable and customary expenses shall be presumed to include expenses of the type reimbursed by the Company for relocation of executives in the past, which shall include a tax reimbursement (gross-up), except reasonable and customary expenses shall not include (i) expenses relating to the purchasing or selling of Executive’s old or new home, (ii) losses from any sale of any home of Executive, and (iii) expenses due to the costs of new housing selected by Executive.   Notwithstanding the foregoing, any tax gross-up payable with respect to any such relocation reimbursement shall be paid to Executive in a lump sum in the year in which the taxes are due.

(h)Limitations Under Code Section 409A.  Anything in this Section 5 to the contrary notwithstanding, with respect to any payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 7(g) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code), the Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment.  Notwithstanding the foregoing, if calculation of the amounts payable by such payment date is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the proposed and final Treasury Regulations thereunder, as the same may be amended from time to time (the “Regulations”). In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs.

6.Termination Due to Retirement, Death, or Disability.

(a)Retirement.  Executive may elect to terminate employment hereunder by retirement at or after age 55 or, upon the request of Executive, at such earlier age as may be approved by the Board (in either case, “Retirement”).  At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Company will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:

(i)Executive’s Compensation Accrued at Termination (as defined in Section 8(c));

(ii)In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by

7

a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;

(iii)Stock options held by Executive at termination shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof); and

(iv)All restricted stock and deferred stock awards, including outstanding PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under any other benefit plan shall be governed by such plan.

(b)Death.  In the event of Executive’s death which results in the termination of Executive’s employment, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after death, and the Company will pay Executive’s beneficiary or, in the absence of a beneficiary designation by Executive, his estate, at the time specified in Section 6(d), and Executive’s beneficiary or estate will be entitled to receive, the following:

(i)Executive’s Compensation Accrued at Termination;

(ii)In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s death occurred, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of his death and the denominator of which is the total number of days in the year of death;

(iii)Stock options held by Executive at death shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted; and

(iv)All restricted stock and deferred stock awards, including outstanding PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under any other benefit plan shall be governed by such plan.

(c)Disability.  The Company may terminate the employment of Executive hereunder due to the Disability (as defined in Section 8(d)) of Executive.  Such employment shall terminate at the expiration of the 30-day period referred to in the definition of Disability set forth in Section 8(d), unless Executive has returned to service.  Upon termination of employment, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Disability, and the Company will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:

(i)Executive’s Compensation Accrued at Termination;

(ii)In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;

8

(iii)Stock options held by Executive at termination shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted;

(iv)Any performance objectives upon which the earning of performance-based restricted stock and deferred stock awards, including outstanding PERS awards, and other long-term incentive awards is conditioned shall be deemed to have been met at target level at the date of termination, and restricted stock and deferred stock awards, including outstanding PERS awards, and other long-term incentive awards (to the extent then or previously earned, in the case of performance-based awards) shall become fully vested and non-forfeitable at the date of such termination, and, in other respects, such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted;

(v)Disability benefits shall be payable in accordance with the Company’s plans, programs and policies, and all deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral; and

(vi)For the period extending from the date of termination due to Disability until the date Executive reaches age 65 (or the date Medicare coverage becomes available to Executive, if later) Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period or, if the terms of such plans or programs do not allow Executive’s continued participation, Executive shall be paid cash payments equivalent on an after-tax basis to the value of the additional benefits (of the type described in this Section 6(c)(vi)) Executive would have received under such plans or programs had Executive continued to be employed during such period following Executive’s termination until age 65 (or the date Medicare coverage becomes available to Executive, if later), with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  The foregoing notwithstanding, Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 6(c)(vi).

(d)Other Terms of Payment Following Retirement, Death, or Disability.  Nothing in this Section 6 shall limit the benefits payable or provided in the event Executive’s employment terminates due to Retirement, death, or Disability under the terms of plans or programs of the Company more favorable to the Executive (or his beneficiaries) than the benefits payable or provided under this Section 6 (except in the case of annual incentives in lieu of which amounts are paid hereunder), including plans and programs adopted after the date of this Agreement.  Amounts payable under this Section 6 following Executive’s termination of employment, other than those expressly payable following determination of performance for the year of termination for purposes of annual incentive compensation or otherwise expressly payable on a deferred basis as specified in this Section 6, will be paid in the payroll period next following the payroll period in which Executive’s termination of employment occurs; subject, however, to the provisions of Section 7(g) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code). Any payment due within such six-month period shall be delayed to the end of such six-month period as required by Section 7(g). The Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment.  Notwithstanding the foregoing, if calculation of the amounts payable by such payment

9

date is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations. In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs.

7.Termination of Employment For Reasons Other Than Retirement, Death or Disability.

(a)Termination by the Company for Cause.  The Company may terminate the employment of Executive hereunder for Cause (as defined in Section 8(a)) at any time.  At the time Executive’s employment is terminated for Cause, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment by the Company for Cause, and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:

(i)Executive’s Compensation Accrued at Termination (as defined in Section 8(c));

(ii)All stock options, restricted stock and deferred stock awards, including outstanding PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted; and

(iii)All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under any other benefit plan shall be governed by such plan (subject to Section 5(b)).

(b)Termination by Executive Other Than For Good Reason.  Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time, upon 90 days’ written notice to the Company.  An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration.  At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:

(i)Executive’s Compensation Accrued at Termination;

(ii)All stock options, restricted stock and deferred stock awards, including outstanding PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted; and

(iii)All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under any other benefit plan shall be governed by such plan.

(c)Termination by the Company Without Cause Prior to or More than Two Years After a Change in Control.  The Company may terminate the employment of Executive hereunder without Cause, if at the date of termination no Change in Control has occurred or such date of termination is at least two years after the most recent Change in Control, upon at least 90 days’ written notice to Executive.  The foregoing notwithstanding, the Company may elect, by written notice to Executive, to terminate Executive’s positions specified in Sections 1 and 3 and all other obligations of Executive and the Company under Section 3 at a date earlier than the expiration of such 90-day period, if so specified by the Company in the written notice, provided that Executive shall be treated as an employee of the Company (without any assigned duties) for all other purposes of this Agreement, including for purposes of Sections 4 and 5, from such specified date until the expiration of such 90-day period.  An election by the Company not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of Executive’s employment by the Company without Cause at the date of expiration of the Term and shall be subject to this Section 7(c) if at the date of such termination no

10

Change in Control has occurred or such date of termination is at least two years after the most recent Change in Control; provided, however, that, if Executive has attained age 65 at such date of termination, such termination shall be deemed a Retirement of Executive.  At the time Executive’s employment is terminated by the Company (i.e., at the expiration of such notice period), the Term will terminate, all remaining obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:

(i)Executive’s Compensation Accrued at Termination;

(ii)Cash in an aggregate amount equal to two times the sum of (A) Executive’s Base Salary under Section 4(a) immediately prior to termination plus (B) an amount equal to the greater of (x) the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination or (y) the portion of Executive’s annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the latest year preceding the year of termination based on performance actually achieved in that latest year.  The amount determined to be payable under this Section 7(c)(ii) shall be paid in a lump sum;

(iii)In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;

(iv)Stock options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such termination, and, in other respects (including the period following termination during which such options may be exercised), such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted; except stock options which were outstanding and “in-the-money” at the Effective Date, other than such options which were granted either on February 15, 2000 and May 25, 2000 (all tranches), shall be governed by the terms of the plans and agreements governing such options;

(v)Any performance objectives upon which the earning of performance-based restricted stock and deferred stock awards, including outstanding PERS awards, and other long-term incentive awards is conditioned shall be deemed to have been met at target level at the date of termination, and restricted stock and deferred stock awards, including outstanding PERS awards, and other long-term incentive awards (to the extent then or previously earned, in the case of performance-based awards) shall become fully vested and non-forfeitable at the date of such termination, and, in other respects, such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted;

(vi)All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral;

(vii)All rights under any other benefit plan shall be governed by such plan (subject to Section 5(b)); and

(viii)For a period of two years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued

11

participation, as if Executive had continued in employment with the Company during such period; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits.  If the terms of the Company plans and programs referred to in this Section 7(c)(viii) do not allow Executive’s continued participation, Executive shall be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(c)(viii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(c)(viii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(c)(viii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(c)(viii) if the Company had received adequate prior notice as required by this sentence.

(d)Termination by Executive for Good Reason Prior to or More than Two Years After a Change in Control.  Executive may terminate his employment hereunder for Good Reason, prior to a Change in Control or after the second anniversary of the most recent Change in Control, upon 90 days’ written notice to the Company; provided, however, that, if the Company has corrected the basis for such Good Reason within 30 days after receipt of such notice, Executive may not terminate his employment for Good Reason, and therefore Executive’s notice of termination will automatically become null and void.  At the time Executive’s employment is terminated by Executive for Good Reason (i.e., at the expiration of such notice period), the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:

(i)Executive’s Compensation Accrued at Termination;

(ii)Cash in an aggregate amount equal to two times the sum of (A) Executive’s Base Salary under Section 4(a) immediately prior to termination plus (B) an amount equal to the greater of (x) the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination or (y) the portion of Executive’s annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the latest year preceding the year of termination based on performance actually achieved in that latest year.  The amount determined to be payable under this Section 7(d)(ii) shall be paid in a lump sum;

(iii)In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;

(iv)Stock options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such termination, and, in other respects (including the period following termination during which such options may be exercised), such options shall be governed by the plans and programs and the agreements and other documents pursuant to which

12

such options were granted; provided, however, that (A) stock options which were outstanding and “in-the-money” at the Effective date, other than such options which were granted either on February 15, 2000 and May 25, 2000 (all tranches), shall be governed by the terms of the plans and agreements governing such options, and (B) no acceleration of vesting and exercisability of any option granted on or after January 1, 2006 shall apply under this Section 7(d)(iv) if Executive’s Good Reason is based solely on Good Reason as defined in Section 8(e)(ix);

(v)Any performance objectives upon which the earning of performance-based restricted stock and deferred stock awards, including outstanding PERS awards, and other long-term incentive awards is conditioned shall be deemed to have been met at target level at the date of termination, and restricted stock and deferred stock awards, including outstanding PERS awards, and other long-term incentive awards (to the extent then or previously earned, in the case of performance-based awards) shall become fully vested and non-forfeitable at the date of such termination, except the foregoing provisions of this Section 7(d)(v) shall not apply to any PERS or other performance-based equity award or long-term incentive award earned for performance in a performance period beginning on or after January 1, 2006 or any non-performance-based equity award granted on or after January 1, 2006 (including the RSUs granted as of January 3, 2006) if Executive’s Good Reason is based solely on Good Reason as defined in Section 8(e)(ix); and, in other respects, such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted;

(vi)All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral;

(vii)All rights under any other benefit plan shall be governed by such plan (subject to Section 5(b)); and

(viii)For a period of two years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits.  If the terms of the Company plans and programs referred to in this Section 7(d)(viii) do not allow Executive’s continued participation, Executive shall instead be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(d)(viii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(d)(viii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(d)(viii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(d)(viii) if the Company had received adequate prior notice as required by this sentence.

13

If any payment or benefit under this Section 7(d) is based on Base Salary or other level of compensation or benefits at the time of Executive’s termination and if a reduction in such Base Salary or other level of compensation or benefit was the basis for Executive’s termination for Good Reason, then the Base Salary or other level of compensation in effect before such reduction shall be used to calculate payments or benefits under this Section 7(d).

(e)Termination by the Company Without Cause Within Two Years After a Change in Control.  The Company may terminate the employment of Executive hereunder without Cause, simultaneously with or within two years after a Change in Control, upon at least 90 days’ written notice to Executive.  The foregoing notwithstanding, the Company may elect, by written notice to Executive, to terminate Executive’s positions specified in Sections 1 and 3 and all other obligations of Executive and the Company under Section 3 at a date earlier than the expiration of such 90-day notice period, if so specified by the Company in the written notice, provided that Executive shall be treated as an employee of the Company (without any assigned duties) for all other purposes of this Agreement, including for purposes of Sections 4 and 5, from such specified date until the expiration of such 90-day period.  An election by the Company not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of Executive’s employment by the Company without Cause at the date of expiration of the Term and shall be subject to this Section 7(e) if the date of such termination coincides with or is within two years after a Change in Control; provided, however, that, if Executive has attained age 65 at such date of termination, such termination shall be deemed a Retirement of Executive.  At the time Executive’s employment is terminated by the Company (i.e., at the expiration of such notice period), the Term will terminate, all remaining obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:

(i)Executive’s Compensation Accrued at Termination;

(ii)Cash in an aggregate amount equal to three times the sum of (A) Executive’s Base Salary under Section 4(a) immediately prior to termination plus (B) an amount equal to the greater of (x) the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination or (y) the portion of Executive’s annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the latest year preceding the year of termination based on performance actually achieved in that latest year. The amount determined to be payable under this Section 7(e)(ii) shall be paid in a lump sum;

(iii)In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;

(iv)Stock options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such termination, and any such options granted on or after the date hereof shall remain outstanding and exercisable until the stated expiration date of the Option as though Executive’s employment did not terminate, and, in other respects, such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted;

(v)Any performance objectives upon which the earning of performance-based restricted stock and deferred stock awards, including outstanding PERS awards, and other long-term incentive awards is conditioned shall be deemed to have been met at target level at the date of termination, and restricted stock and deferred stock awards, including outstanding PERS awards, and other long-term incentive awards (to the extent then or previously earned, in the case of performance-based awards) shall become fully vested and non-forfeitable at the date of such termination, and, in other respects,

14

such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted;

(vi)All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral;

(vii)All rights under any other benefit plan shall be governed by such plan (subject to Section 5(b)); provided, however, that for purposes of any retirement benefit payable under Section 5(b)(iv) or any other non-qualified defined benefit program under which Executive is eligible for benefits, Executive will be credited with three additional years of age (for all purposes) and three additional years of service (for purposes of vesting and determining retirement benefits based on the number of years of service); and

(viii)For a period of three years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits.  If the terms of the Company plans and programs referred to in this Section 7(e)(viii) do not allow Executive’s continued participation, Executive shall be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(e)(viii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(e)(viii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(e)(viii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(e)(viii) if the Company had received adequate prior notice as required by this sentence.

(f)Termination by Executive for Good Reason Within Two Years After a Change in Control.  Executive may terminate his employment hereunder for Good Reason, simultaneously with or within two years after a Change in Control, upon 90 days’ written notice to the Company; provided, however, that, if the Company has corrected the basis for such Good Reason within 30 days after receipt of such notice, Executive may not terminate his employment for Good Reason, and therefore Executive’s notice of termination will automatically become null and void.  At the time Executive’s employment is terminated by Executive for Good Reason (i.e., at the expiration of such notice period), the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:

(i)Executive’s Compensation Accrued at Termination;

(ii)Cash in an aggregate amount equal to three times the sum of (A) Executive’s Base Salary under Section 4(a) immediately prior to termination plus (B) an amount equal to the greater of

15

(x) the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination or (y) the portion of Executive’s annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the latest year preceding the year of termination based on performance actually achieved in that latest year.  The amount determined to be payable under this Section 7(f)(ii) shall be paid in a lump sum;

(iii)In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;

(iv)Stock options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such termination, and any such options granted on or after the date hereof shall remain outstanding and exercisable until the stated expiration date of the Option as though Executive’s employment did not terminate, and, in other respects, such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted;

(v)Any performance objectives upon which the earning of performance-based restricted stock and deferred stock awards, including outstanding PERS awards, and other long-term incentive awards is conditioned shall be deemed to have been met at target level at the date of termination, and restricted stock and deferred stock awards, including outstanding PERS awards, and other long-term incentive awards (to the extent then or previously earned, in the case of performance-based awards) shall become fully vested and non-forfeitable at the date of such termination, and, in other respects, such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted;

(vi)All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral;

(vii)All rights under any other benefit plan shall be governed by such plan (subject to Section 5(b)); provided, however, that for purposes of any retirement benefit payable under Section 5(b)(iv) or any other non-qualified defined benefit program under which Executive is eligible for benefits, Executive will be credited with three additional years of age (for all purposes) and three additional years of service (for purposes of vesting and determining retirement benefits based on the number of years of service) unless Executive’s Good Reason is based solely on Good Reason as defined in Section 8(e)(ix); and

(viii)For a period of three years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits.  If the terms of the Company plans and programs referred to in this Section 7(f)(viii) do not allow Executive’s continued participation, Executive shall be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(f)(viii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to

16

Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(f)(viii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(f)(viii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(f)(viii) if the Company had received adequate prior notice as required by this sentence.

If any payment or benefit under this Section 7(f) is based on Base Salary or other level of compensation or benefits at the time of Executive’s termination and if a reduction in such Base Salary or other level of compensation or benefit was the basis for Executive’s termination for Good Reason, then the Base Salary or other level of compensation in effect before such reduction shall be used to calculate payments or benefits under this Section 7(f).

(g)Other Terms Relating to Certain Terminations of Employment; Delayed Payments Under Section 409A.  Whether a termination is deemed to be at or within two years after a Change in Control for purposes of Sections 7(c), (d), (e), or (f) is determined at the date of termination, regardless of whether the Change in Control had occurred at the time a notice of termination was given.  In the event Executive’s employment terminates for any reason set forth in Section 7(b) through (f), Executive will be entitled to the benefit of any terms of plans or agreements applicable to Executive which are more favorable than those specified in this Section 7 (except in the case of annual incentives in lieu of which amounts are paid hereunder).  Amounts payable under this Section 7 following Executive’s termination of employment, other than those expressly payable on a deferred basis as specified in this Section 7, will be paid in the calendar year next following the calendar year in which Executive’s termination of employment occurs or in the payroll period next following the payroll period in which Executive’s death occurs, if earlier, except as otherwise provided in this Section 7 or Section 8(c).  Anything in this Agreement to the contrary notwithstanding, payments to be made under this Agreement upon termination of Executive’s employment which are subject to Section 409A of the Code shall not be paid until at least six months following such termination of employment if Executive is a Specified Employee as defined in Section 8(g) on the date of his termination of employment.  Any payment due within such six-month period shall be delayed to the end of such six-month period. The Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment.  Notwithstanding the foregoing, if calculation of the amounts payable by such payment date is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations. In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs.

8.Definitions Relating to Termination Events.

(a)“Cause.”  For purposes of this Agreement, “Cause” shall mean Executive’s

(i)willful and continued failure to substantially perform his duties hereunder (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 Executive for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of the Company and/or its subsidiaries, and which failure continues more than 48 hours after a written demand for substantial

17

performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties hereunder and the demonstrable and material damage caused thereby; or

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

No act, or failure to act, on the part of Executive shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.  Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive 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 Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive was guilty of conduct set forth above in this definition and specifying the particulars thereof in detail.

(b)“Change in Control.” For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if, during the term of this Agreement:

(i)any “Person,” as such term is used for purposes of Section 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 under 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;

(ii)during any period of twenty-four months (not including any period prior to the effectiveness of this Agreement), 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 (8)(b)(i), (iii) or (iv) hereof, (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;

(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; or

18

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

(c)“Compensation Accrued at Termination.”  For purposes of this Agreement, “Compensation Accrued at Termination” means the following:

(i)The unpaid portion of annual base salary at the rate payable, in accordance with Section 4(a) hereof, at the date of Executive’s termination of employment, pro rated through such date of termination, payable in a lump sum at the time specified in Section 6(d) or Section 7(g), as the case may be;

(ii)All vested, nonforfeitable amounts owing or accrued at the date of Executive’s termination of employment under any compensation and benefit plans, programs, and arrangements set forth or referred to in Sections 4(b) and 5(a) and 5(b) hereof (including any earned and vested annual incentive compensation, and long-term incentive award) in which Executive theretofore participated, payable in accordance with the terms and conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted or accrued; and

(iii)Reasonable business expenses and disbursements incurred by Executive prior to Executive’s termination of employment, to be reimbursed to Executive, as authorized under Section 5(f), in accordance the Company’s reimbursement policies as in effect at the date of such termination, payable in a lump sum at the time specified in Section 6(d) or Section 7(g), as the case may be.

(d)“Disability.”  For purposes of this Agreement, “Disability” means Executive’s absence from the full-time performance of Executive’s duties hereunder for six consecutive months as a result of his incapacity due to physical or mental illness or disability, and, within 30 days after written notice of termination is thereafter given by the Company, Executive shall have not returned to the full-time performance of such duties.

(e)“Good Reason.”  For purposes of this Agreement, “Good Reason” shall mean, without Executive’s express written consent, the occurrence of any of the following circumstances unless, in the case of subsections (i), (iv), (vi) or (viii) hereof, such circumstances are fully corrected prior to the date of termination specified in the notice of termination given in respect thereof:

(i)the assignment to Executive of duties inconsistent with Executive’s position and status hereunder, or an alteration, adverse to Executive, in the nature of Executive’s duties, responsibilities, and authorities, Executive’s positions or the conditions of Executive’s employment from those specified in Section 3 or otherwise hereunder (other than inadvertent actions which are promptly remedied); for this purpose, it shall constitute “Good Reason” under this subsection (e)(i) if Executive shall be required to report to and take direction from any person or body other than the Chief Executive Officer of the Company and the Board, except the foregoing shall not constitute Good Reason if occurring in connection with the termination of Executive’s employment for Cause, Disability, Retirement, as a result of Executive’s death, or as a result of action by or with the consent of Executive; for purposes of this Section 8(e)(i), references to the Company (and the Board and stockholders of the Company) refer to the ultimate parent company (and its board and stockholders) succeeding the Company following an acquisition in which the corporate existence of the Company continues, in accordance with Section 12(b);

(ii)(A) a reduction by the Company in Executive’s Base Salary, (B) the setting of Executive’s annual target incentive opportunity or payment of earned annual incentive in amounts less than specified under or otherwise not in conformity with Section 4 hereof, (C) a change in compensation or benefits not in conformity with Section 5, or (D) a reduction, after a Change in Control in perquisites from the level of such perquisites as in effect immediately prior to the Change in Control or as the same may have been increased from time to time after the Change in Control except for across-the-board perquisite reductions similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company;

19

(iii)the relocation of the principal place of Executive’s employment not in conformity with Section 3(b) hereof; 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 Executive’s customary business travel obligations in periods prior to the Restatement Date.  During a reasonable period following the Restatement Date, Executive will make the transition between the principal place of his employment prior to the Restatement Date (governed by the Agreement as then in effect) and the principal place of employment specified in Section 3(b) as of the Restatement Date. Such transition will not be deemed to breach Section 3(b) or give rise to Good Reason hereunder;

(iv)the failure by the Company to pay to Executive any portion of Executive’s compensation or to pay to Executive 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;

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

(vi)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 Agreement, as contemplated in Section 12(b) hereof, in a form reasonably acceptable to Executive;

(vii)any election by the Company not to extend the Term of this Agreement at the next possible extension date under Section 2 hereof, unless Executive will have attained age 65 at or before such extension date;

(viii)any other failure by the Company to perform any material obligation under, or breach by the Company of any material provision of, this Agreement; or

(ix)Executive determines, in his sole discretion, that any other circumstance constitutes “Good Reason” or otherwise determines to terminate his employment hereunder, subject to 90 days’ notice.

(f)“Potential Change in Control”  For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if, during the term of this Agreement:

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

(ii)any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

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

(g)“Specified Employee” For purposes of this Agreement, a “Specified Employee” shall mean an employee of the Company 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. Notwithstanding the foregoing, all employees who are nonresident aliens during an entire calendar year are excluded for purposes of determining which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for such calendar year. The term “nonresident

20

alien” as used herein shall have the meaning set forth in Regulations Section 1.409A-1(j).  In the event of any corporate spinoff or merger, the determination of which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for any calendar year shall be determined in accordance with Regulations Section 1.409A-1(i)(2).

9.Rabbi Trust Obligation Upon Potential Change in Control; Excise Tax-Related Provisions.

(a)Rabbi Trust Funded Upon Potential Change in Control. 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 rabbi trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential obligations of the Company that would arise assuming consummation of a Change in Control, or has arisen in the case of an actual Change in Control, and a subsequent termination of Executive’s employment under Section 7(e) or 7(f). 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.

(b)Gross-up If Excise Tax Would Apply.  In the event Executive becomes entitled to any amounts or benefits payable in connection with a Change in Control or other change in control (whether or not such amounts are payable pursuant to this Agreement) (the “Severance Payments”), if any of such Severance Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code (or any similar federal, state or local tax that may hereafter be imposed) (the “Code”), the Company shall pay to Executive at the time specified in Section 9(b)(iii) hereof an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by Section 9(b)(i), shall be equal to the Total Payments.

(i)For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax:

(A)any other payments or benefits received or to be received by Executive in connection with a Change in Control or Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the “Total Payments”) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by Executive such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax;

(B)the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (x) the total amount of the Total Payments and (y) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 9(b)(i)(A) hereof); and

(C)the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by Executive in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

21

(ii)For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Executive’s employment, Executive shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Executive’s employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess within ten days after the time that the amount of such excess is finally determined.

(iii)The payments provided for in this Section 9(b) shall be made on the fifteenth day following the date of Executive’s termination of employment; provided, however, that if the amount of such payments cannot be finally determined on or before such day, the Company shall pay to Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations thereunder but in no event later than the thirtieth day after the date of Executive’s termination of employment subject, however, to any delay in the payment date as a result of Section 7(g) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code).  In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to Executive, payable on the fifteenth day after the demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(iv)All determinations under this Section 9(b) shall be made at the expense of the Company by a nationally recognized public accounting firm selected by Executive, and such determination shall be binding upon Executive and the Company.

10.Non-Competition and Non-Disclosure; Executive Cooperation; Non-Disparagement.

(a)Non-Competition. Without the consent in writing of the Board, Executive will not, at any time during the Term and for a period of two years following termination of Executive’s employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in any geographic area in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company or any of its affiliates with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that the limitation contained

22

in clause (i) above shall not apply if Executive’s employment is terminated as a result of a termination by the Company without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control, and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the other subparagraphs.  It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this Section 10(a).

(b)Non-Disclosure; Ownership of Work. Executive shall not, at any time during the Term and thereafter (including following Executive’s termination of employment for any reason), disclose, use, transfer, or sell, except in the course of employment with or other service to the Company, any proprietary information, secrets, organizational or employee information, or other confidential information belonging or relating to the Company and its affiliates and customers so long as such information has not otherwise been disclosed or is not otherwise in the public domain, except as required by law or pursuant to legal process. In addition, upon termination of employment for any reason, Executive will return to the Company or its affiliates all documents and other media containing information belonging or relating to the Company or its affiliates. Executive will promptly disclose in writing to the Company all inventions, discoveries, developments, improvements and innovations (collectively referred to as “Inventions”) that Executive has conceived or made during the Term; provided, however, that in this context “Inventions” are limited to those which (i) relate in any manner to the existing or contemplated business or research activities of the Company and its affiliates; (ii) are suggested by or result from Executive’s work at the Company; or (iii) result from the use of the time, materials or facilities of the Company and its affiliates. All Inventions will be the Company’s property rather than Executive’s. Should the Company request it, Executive agrees to sign any document that the Company may reasonably require to establish ownership in any Invention.

(c)Cooperation With Regard to Litigation.  Executive agrees to cooperate with the Company, during the Term and thereafter (including following Executive’s termination of employment for any reason), by making himself available to testify on behalf of the Company or any subsidiary or affiliate of the Company, in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary or affiliate of the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any subsidiary or affiliate of the Company, as requested. The Company agrees to reimburse the Executive, on an after-tax basis, for all expenses actually incurred in connection with his provision of testimony or assistance.

(d)Non-Disparagement. Executive shall not, at any time during the Term and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations.  Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from making truthful statements that are required by applicable law, regulation or legal process.

(e)Release of Employment Claims.  Executive agrees, as a condition to receipt of any termination payments and benefits provided for in Sections 6 and 7 herein (other than Compensation Accrued at Termination), that he will execute a general release agreement, in a form satisfactory to the Company, releasing any and all claims arising out of Executive’s employment other than enforcement of this Agreement and rights to indemnification under any agreement, law, Company organizational document or policy, or otherwise.

(f)Forfeiture of Outstanding Options.  The provisions of Sections 6 and 7 notwithstanding, if Executive willfully and materially fails to substantially comply with any restrictive covenant under this Section 10 or willfully and materially fails to substantially comply with any material obligation under this Agreement, all options to purchase Common Stock granted by the Company and then held by Executive or a transferee of Executive shall be immediately forfeited and thereupon such options shall be cancelled. Notwithstanding the foregoing, Executive shall not forfeit any option unless and until there shall have been delivered to him, within

23

six months after the Board (i) had knowledge of conduct or an event allegedly constituting grounds for such forfeiture and (ii) had reason to believe that such conduct or event could be grounds for such forfeiture, a copy of a resolution duly adopted by a majority affirmative vote of the membership of the Board (excluding Executive) at a meeting of the Board called and held for such purpose (after giving Executive reasonable notice specifying the nature of the grounds for such forfeiture and not less than 30 days to correct the acts or omissions complained of, if correctable, and affording Executive the opportunity, together with his counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive has engaged and continues to engage in conduct set forth in this Section 10(f) which constitutes grounds for forfeiture of Executive’s options; provided, however, that if any option is exercised after delivery of such notice and the Board subsequently makes the determination described in this sentence, Executive shall be required to pay to the Company an amount equal to the difference between the aggregate value of the shares acquired upon such exercise at the date of the Board determination and the aggregate exercise price paid by Executive. Any such forfeiture shall apply to such options notwithstanding any term or provision of any option agreement. In addition, options granted to Executive on or after January 1, 2000, and gains resulting from the exercise of such options, shall be subject to forfeiture in accordance with the Company’s standard policies relating to such forfeitures and clawbacks, as such policies are in effect at the time of grant of such options.

(g)Survival. The provisions of this Section 10 shall survive the termination of the Term and any termination or expiration of this Agreement.

11.Governing Law; Disputes; Arbitration.

(a)Governing Law.  This Agreement is governed by and is to be construed, administered, and enforced in accordance with the laws of the State of Connecticut, without regard to conflicts of law principles, except insofar as federal laws and regulations and the Delaware General Corporation Law may be applicable. If under the governing law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, ordinance, or other principle of law, such portion shall be deemed to be modified or altered to the extent necessary to conform thereto or, if that is not possible, to be omitted from this Agreement. The invalidity of any such portion shall not affect the force, effect, and validity of the remaining portion hereof. If any court determines that any provision of Section 10 is unenforceable because of the duration or geographic scope of such provision, it is the parties’ intent that such court shall have the power to modify the duration or geographic scope of such provision, as the case may be, to the extent necessary to render the provision enforceable and, in its modified form, such provision shall be enforced.  Anything in this Agreement to the contrary notwithstanding, the terms of this Agreement shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder and the Company shall have no right to accelerate or make any payment under this Agreement except to the extent permitted under Section 409A of the Code.  The Company shall have no obligation, however, to reimburse Executive for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of Executive under Section 409A of the Code except that this provision shall not apply in the event of the Company’s negligence or willful disregard in interpreting the application of Section 409A of the Code to this Agreement which negligence or willful disregard causes Executive to become subject to a tax penalty or interest payable under Section 409A of the Code nor shall this provision be interpreted to limit any gross-up payable to Executive under Section 9(b) or any tax equalization payment under Section 5(b)(vi) of this Agreement.

(b)Reimbursement of Expenses in Enforcing Rights.  All reasonable costs and expenses (including fees and disbursements of counsel) incurred by Executive in seeking to interpret this Agreement or enforce rights pursuant to this Agreement shall be paid on behalf of or reimbursed to Executive by the Company, whether or not Executive is successful in asserting such rights; provided, however, that no reimbursement shall be made of such expenses relating to any unsuccessful assertion of rights if and to the extent that Executive’s assertion of such rights was in bad faith or frivolous, as determined by arbitrators in accordance with Section 11(c) or a court having jurisdiction over the matter.  Any such payment or reimbursement shall be made in a lump sum in the month next following the month in which such costs and expenses are incurred subject to Executive’s submission of receipts for such expenses.

24

(c)Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Fairfield, CT, by three arbitrators in accordance with the rules of the American Arbitration Association in effect at the time of submission to arbitration. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. For purposes of entering any judgment upon an award rendered by the arbitrators, the Company and Executive hereby consent to the jurisdiction of any or all of the following courts: (i) the United States District Court for the District of Connecticut, (ii) any of the courts of the State of Connecticut, or (iii) any other court having jurisdiction. The Company and Executive further agree that any service of process or notice requirements in any such proceeding shall be satisfied if the rules of such court relating thereto have been substantially satisfied. The Company and Executive hereby waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to such jurisdiction and any defense of inconvenient forum. The Company and Executive hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to Section 11(b), the Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 11 and shall pay such costs and expenses in the tax year in which incurred. Notwithstanding any provision in this Section 11, Executive shall be entitled to seek specific performance of Executive’s right to be paid during the pendency of any dispute or controversy arising under or in connection with this Agreement.

(d)Interest on Unpaid Amounts.  Any amount which has become payable pursuant to the terms of this Agreement or any decision by arbitrators or judgment by a court of law pursuant to this Section 11 but which has not been timely paid shall bear interest at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank, except as otherwise provided in Sections 5(h) and 7(g) of this Agreement (concerning interest payable with respect to delayed payments under Section 409A of the Code).

12.Miscellaneous.

(a)Integration. This Agreement cancels and supersedes any and all prior employment agreements and understandings between the parties hereto with respect to the employment of Executive by the Company, any parent or predecessor company, and the Company’s subsidiaries during the Term, except for contracts relating to compensation under executive compensation and employee benefit plans of the Company and its subsidiaries. The foregoing notwithstanding, in the event of any conflict or ambiguity between this Agreement and a Change-in-Control Agreement executed by Executive and the Company, the provisions of this Agreement shall govern except that Executive shall remain entitled to any right or benefit under a Change-in-Control Agreement executed by the Company, for so long as such Change-in-Control Agreement remains in effect, if and to the extent that such right or benefit is more favorable to Executive than a corresponding provision of this Agreement; but no payment or benefit under the Change-in-Control Agreement shall be made or extended which duplicates any payment or benefit hereunder.  This Agreement constitutes the entire agreement among the parties with respect to the matters herein provided, and no modification or waiver of any provision hereof shall be effective unless in writing and signed by the parties hereto. Executive shall not be entitled to any payment or benefit under this Agreement which duplicates a payment or benefit received or receivable by Executive under any prior agreements and understandings or under any benefit or compensation plan of the Company which are in effect.

(b)Successors; Transferability. 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 this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

As used in this Agreement, “Company” shall mean IMS Health Incorporated or any wholly owned subsidiary of IMS Health Incorporated domiciled in the United Kingdom to which IMS Health Incorporated may assign its rights and obligations hereunder, provided that the performance of all such obligations hereunder by such subsidiary shall be guaranteed by IMS Health Incorporated, and references to plans and programs shall refer to those of IMS Health Incorporated and its subsidiaries.  In addition, the term “Company” or “IMS Health Incorporated” shall include any successor to the business and/or assets of IMS Health Incorporated which assumes and agrees to perform this Agreement by operation of law, or otherwise and, in the case of an

25

acquisition of the Company in which the corporate existence of the Company continues, the ultimate parent company following such acquisition. Subject to the foregoing, the Company may transfer and assign this Agreement and the Company’s rights and obligations hereunder. Neither this Agreement nor the rights or obligations hereunder of the parties hereto shall be transferable or assignable by Executive, except in accordance with the laws of descent and distribution or as specified in Section 12(b).

(c)Beneficiaries. Executive shall be entitled to designate (and change, to the extent permitted under applicable law) a beneficiary or beneficiaries to receive any compensation or benefits provided hereunder following Executive’s death.

(d)Notices. Whenever under this Agreement it becomes necessary to give notice, such notice shall be in writing, signed by the party or parties giving or making the same, and shall be served on the person or persons for whom it is intended or who should be advised or notified, by Federal Express or other similar overnight service or by certified or registered mail, return receipt requested, postage prepaid and addressed to such party at the address set forth below or at such other address as may be designated by such party by like notice:

If to the Company:

IMS HEALTH INCORPORATED

1499 Post Road

Fairfield, CT 06824

Attention: Chief Executive Officer

If to Executive:

M. Gilles Pajot

c/o Monica Kurnatowska

Baker & McKenzie LLP

100 New Bridge Street

London EC4V 6JA

If the parties by mutual agreement supply each other with telecopier numbers for the purposes of providing notice by facsimile, such notice shall also be proper notice under this Agreement. In the case of Federal Express or other similar overnight service, such notice or advice shall be effective when sent, and, in the cases of certified or registered mail, shall be effective two days after deposit into the mails by delivery to the U.S. Post Office.

(e)Reformation. The invalidity of any portion of this Agreement shall not be deemed to render the remainder of this Agreement invalid.

(f)Headings. The headings of this Agreement are for convenience of reference only and do not constitute a part hereof.

(g)No General Waivers. The failure of any party at any time to require performance by any other party of any provision hereof or to resort to any remedy provided herein or at law or in equity shall in no way affect the right of such party to require such performance or to resort to such remedy at any time thereafter, nor shall the waiver by any party of a breach of any of the provisions hereof be deemed to be a waiver of any subsequent breach of such provisions. No such waiver shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

(h)No Obligation To Mitigate. Executive shall not be required to seek other employment or otherwise to mitigate Executive’s damages upon any termination of employment, and any compensation or benefits received from any other employment of Executive shall not mitigate or reduce the obligations of the

26

Company or the rights of Executive hereunder, except that, to the extent Executive receives from a subsequent employer health or other insurance benefits that are similar to the benefits referred to in Section 5(b) hereof, any such benefits to be provided by the Company to Executive following the Term shall be correspondingly reduced.

(i)Offsets; Withholding. The amounts required to be paid by the Company to Executive pursuant to this Agreement shall not be subject to offset other than with respect to any amounts that are owed to the Company by Executive due to his receipt of funds as a result of his fraudulent activity. The foregoing and other provisions of this Agreement notwithstanding, all payments to be made to Executive under this Agreement, including under Sections 6 and 7, or otherwise by the Company, will be subject to withholding to satisfy required withholding taxes and other required deductions.

(j)Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Executive, his heirs, executors, administrators and beneficiaries, and shall be binding upon and inure to the benefit of the Company and its successors and assigns.

(k)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

13.Indemnification.

All rights to indemnification by the Company now existing in favor of Executive as provided in the Company’s Certificate of Incorporation or By-laws or pursuant to other agreements in effect on or immediately prior to the Effective Date shall continue in full force and effect from the Effective Date (including all periods after the expiration of the Term), and the Company shall also advance expenses for which indemnification may be ultimately claimed as such expenses are incurred to the fullest extent permitted under applicable law, subject to any requirement that Executive provide an undertaking to repay such advances if it is ultimately determined that Executive is not entitled to indemnification; provided, however, that any determination required to be made with respect to whether Executive’s conduct complies with the standards required to be met as a condition of indemnification or advancement of expenses under applicable law and the Company’s Certificate of Incorporation, By-laws, or other agreement shall be made by independent counsel mutually acceptable to Executive and the Company (except to the extent otherwise required by law). After the date hereof, the Company shall not amend its Certificate of Incorporation or By-laws or any agreement in any manner which adversely affects the rights of Executive to indemnification thereunder. Any provision contained herein notwithstanding, this Agreement shall not limit or reduce any rights of Executive to indemnification pursuant to applicable law.  In addition, the Company will maintain directors’ and officers’ liability insurance in effect and covering acts and omissions of Executive during the Term and for a period of six years thereafter on terms substantially no less favorable than those in effect on the Effective Date.

IN WITNESS WHEREOF, Executive has hereunto set his hand and the Company has caused this instrument to be duly executed as of the date of this Agreement set forth in Section 1 hereof.

IMS HEALTH INCORPORATED
By:	/s/ David R. Carlucci
Name: David R. Carlucci
Title: President and Chief Executive Officer
/s/ Gilles Pajot
Gilles Pajot

27

Addendum A

Effective as of the Restatement Date

I.Definitions.  The terms used in this Addendum A shall have the meanings provided in the Employment Agreement as of the Restatement Date except as otherwise provided below:

“Actuarial Equivalent” or “Actuarially Equivalent”, for purposes of determining the lump sum value of Executive’s Supplemental Benefit, shall be computed on the basis of the Applicable Mortality Table and by using an interest rate equal to 85% of the average of the yields on 15-year non-callable U.S. Treasury bonds (or such reasonable equivalent to such bonds as the Company may determine) as of the close of business on the last business day of each of the three months immediately preceding the date of determination.

“Annual Accrual Rate” shall mean 3.25%.

“Applicable Mortality Table” shall mean the mortality table described in Section 417(e)(3)(A)(ii)(I) of the Code.

“Average Final Compensation” shall mean Executive’s average annual Eligible Compensation during the last 60 consecutive months of service with the Company (or during the total number of consecutive months, if fewer than 60), immediately prior to Executive’s termination of employment with the Company, but in no event less than 619,295 British Pounds Sterling.

“Beneficiary” shall mean the beneficiary designated by Executive or, in the absence of a beneficiary designation by Executive, his estate.

“Credited Service” shall mean Executive’s completed years and months of service with the Company, increased by five years, but in no event shall Executive’s Credited Service under this Addendum A, including without limitation, Credited Service determined in accordance with the provisions of Articles IV, VI and VII of this Addendum A, exceed 20 years.  For any partial month of service, Executive shall be credited with a full month of service. Credited Service shall be expressed in years and months and shall be measured in cumulative monthly increments, including holidays, vacations, leaves of absence approved by the Company, weekends and other nonworking days.  Credited Service shall begin with the date of commencement of Executive’s employment with the Company and end on Executive’s termination of employment date under the Employment Agreement.

“Eligible Compensation” shall mean Executive’s annual base salary, regular annual bonuses and deferrals under Company-sponsored plans.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“P&U Retirement Programs” shall mean all qualified and nonqualified retirement plans maintained by Pharmacia & Upjohn Company and any predecessor or successor thereto.

“Supplemental Benefit” shall mean the benefit payable to Executive pursuant to Section 5(b)(iv) of the Employment Agreement as described in Article II of this Addendum A.

“U.S. Executive Retirement Plan” shall mean the Company-sponsored U.S. Executive Retirement Plan as in effect on the date payment commences to be made to Executive in accordance with Article IV of this Addendum A.

28

II.Supplemental Benefit

Executive’s Supplemental Benefit shall be equal to his Annual Accrual Rate multiplied by his Average Final Compensation multiplied by his Credited Service, minus the benefits payable or paid to Executive under the P&U Retirement Programs; subject, however, to a minimum Supplemental Benefit payable in the event that Executive continues employment with the Company until his attainment of age 60, which minimum Supplemental Benefit shall be equal to 55% of Executive’s Average Final Compensation, less any benefits payable or paid under the P&U Retirement Programs.  Executive shall be fully vested in his Supplemental Benefit; provided, however, that no Supplemental Benefit or any other benefit shall be payable under this Addendum A in the event of Executive’s termination for Cause under the terms of the Employment Agreement.

III.Time of Payment of Supplemental Benefit

Payment of the Actuarial Equivalent Value of Executive’s Supplemental Benefit shall be made at the later of:  (a) the calendar year next following the calendar year in which Executive’s termination of employment with the Company occurs; and (b) July 5, 2009; provided, however, that Executive may change the time of payment of all or a portion of Executive’s Supplemental Benefit at any time or times on or before December 31, 2007 (or such later date as may be specified by the Internal Revenue Service in Regulations or other guidance interpreting Section 409A of the Code) provided that any such change shall be made in writing on such form as the Company may reasonably require in order to comply with such Regulations or other guidance.

Notwithstanding the foregoing, if calculation of the Supplemental Benefit payable to Executive by the payment date set forth in this Article III is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations.

Anything in this Addendum A to the contrary notwithstanding, any payment to be made under this Addendum A upon termination of Executive’s employment which is subject to Section 409A of the Code shall not be paid earlier than six months following such termination of employment in accordance with Section 7(g) of the Employment Agreement if Executive is a Specified Employee as defined in Section 8(g) of the Employment Agreement on the date of his termination of employment. In the event of any delay in the payment date as a result of Section 7(g) of the Employment Agreement, the Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment.  Notwithstanding the foregoing, if calculation of the amounts payable by such payment date is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations. In the event of Executive’s death during such six-month period, payment will be made in accordance with Section VI of this Addendum A on the basis that Executive’s death occurred prior to payment of his Supplemental Benefit.

IV.Determination of Supplemental Benefit Upon Disability

Executive’s Supplemental Benefit payable upon termination of employment due to Disability shall not be less than the pension benefit Executive would have received under the U.S. Executive Retirement

29

Plan had Executive been a participant in the U.S. Executive Retirement Plan, calculated on the basis of his Average Final Compensation determined as of his date of termination of employment with the Company on account of Disability and his Credited Service increased to include months and years of service from the date of Executive’s termination of employment on account of Disability until his attainment of age 65, reduced, however, by the benefits paid or payable under the P&U Retirement Programs.

V.Form of Payment of Supplemental Benefit

Executive’s Supplemental Benefit shall be paid in the form of an Actuarially Equivalent lump sum; provided, however, that Executive may change the form of payment of all or a portion of Executive’s Supplemental Benefit at any time or times on or before December 31, 2007 (or such later date as may be specified by the Internal Revenue Service in Regulations or other guidance interpreting Section 409A of the Code) provided that any such change shall be made in writing on such form as the Company may reasonably require in order to comply with such Regulations or other guidance.

Executive and the Company may also agree at any time in writing to amend this Addendum A to delay the time and/or change the form of payment of Executive’s Supplemental Benefit, provided, however, that (a) no such delay or change shall be effective until twelve months after the date such amendment is executed by Executive and the Company; (b) except in the event of payment upon death, such amendment must be executed not fewer than twelve months prior to the date payment of Executive’s Supplemental Benefit was otherwise scheduled to be made; and (c) except in the event of payment upon death, the new distribution date or form of payment may not be effective sooner than the fifth anniversary of the date payment was otherwise scheduled to be made.

VI.Death Benefit

Upon the death of Executive prior to the payment of his Supplemental Benefit, his Beneficiary shall be entitled to receive a lump sum payment of the Supplemental Benefit that was payable to Executive on the date of his death.  Payment to Executive’s Beneficiary shall be made in the payroll period next following the payroll period in which Executive’s death occurs.

In the event of Executive’s death after payment of his Supplemental Benefit has been made, no benefit shall be payable under this Article VI.

VII.Change in Control

As provided in Sections 7(e)(vii) and 7(f)(vii) of the Employment Agreement, in the event of the termination of Executive’s employment by the Company without Cause within two years after a Change in Control or in the event of Executive’s termination of employment for Good Reason within two years after a Change in Control, Executive shall be credited with an additional three years of age plus an additional three years of Credited Service for purposes of calculating Executive’s Supplemental Benefit under Article II of this Addendum A and calculating any Actuarially Equivalent benefits payable under Article III of this Addendum A.

VIII.Funding

Benefits payable under this Addendum A shall be “unfunded,” as that term is used in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA.  The Company shall not be required to segregate or earmark any of its assets for the benefit of Executive or his Beneficiary, and each of Executive and his Beneficiary shall have only a contractual right against the Company for benefits payable under this Agreement.  The rights and interests of Executive and his Beneficiary under this Addendum A shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance by Executive, his Beneficiary or any person claiming under or through Executive or his Beneficiary, nor shall

30

they be subject to the debts, contracts, liabilities or torts of Executive or his Beneficiary or anyone else prior to payment.

IX.Claims

Claims for benefits under this Addendum A shall be administered in accordance with the ERISA claims procedures set forth in the Company’s Supplemental Executive Retirement Plan as in effect from time to time.  Following Executive’s exhaustion of such claims procedures, claims shall be settled exclusively by arbitration in accordance with the provisions of Section 11(c) of the Employment Agreement.  As provided in Section 11(b) of the Employment Agreement, all reasonable costs and expenses (including fees and disbursements of counsel) incurred by Executive in seeking to interpret this Addendum A or enforce rights pursuant to this Addendum A shall be paid on behalf of or reimbursed to Executive by the Company, whether or not Executive is successful in asserting such rights; provided, however, that no reimbursement shall be made of such expenses relating to any unsuccessful assertion of rights if and to the extent that Executive’s assertion of such rights was in bad faith or frivolous, as determined by arbitrators in accordance with Section 11(c) of the Employment Agreement.

31

EX-10.57.1

Exhibit 10.57.1

First Amendment to the
Employment Agreement for Robert H. Steinfeld
As Amended and Restated as of February 11, 2003

THIS FIRST AMENDMENT to the Employment Agreement by and between IMS Health Incorporated (the “Company”) and Robert H. Steinfeld (“Executive”) as amended and restated at February 11, 2003 (the “Agreement”) shall become effective as of January 1, 2005.

WHEREAS,  the Company and Executive entered into the Agreement effective as of November 14, 2000 and amended and restated the Agreement effective as of February 11, 2003; and

WHEREAS, the Company and Executive desire to amend the Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, effective January 1, 2005 and in certain other respects.

NOW, THEREFORE, in consideration of the foregoing, the Company and Executive hereby agree as follows:

1.The last sentence of Section 4(b) of the Agreement is amended to read as follows:

“Any annual incentive compensation payable to Executive shall be paid in accordance with the applicable plan (except to the extent deferred under Section 5(d)).”

2.Section 5(f) of the Agreement is amended to read in its entirety as follows:

“(f)  Reimbursement of Expenses.  The Company will reimburse Executive for all reasonable business expenses and disbursements incurred by Executive in the performance of Executive’s duties during the Term in accordance with the Company’s reimbursement policies as in effect from time to time, any such reimbursement to be made in a lump sum in the year in which Executive submits to the Company a receipt for any such expense or disbursement.”

3.The following new subsection (g) is added to the end of Section 5 of the Agreement:

“(g)  Limitations Under Code Section 409A.  Anything in this Section 5 to the contrary notwithstanding, with respect to any payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 7(g) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code), the Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment.  Notwithstanding the foregoing, if calculation of the amounts payable by such payment date is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the proposed and final Treasury Regulations thereunder, as the same may be amended from time to time (the “Regulations”). In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs.”

4.The second sentence of Section 6(a) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Company will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:”

5.Section 6(a)(ii) of the Agreement is amended to read in its entirety as follows:

“(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

6.Section 6(a)(v) of the Agreement is amended to read in its entirety as follows:

“(v) If Executive shall not be eligible upon Retirement for retiree coverage under the Company’s Health Plan (the “Health Plan”), Executive shall instead be paid cash payments until Executive attains age 65 (or the date Medicare coverage becomes available to Executive, if later) equivalent on an after-tax basis to the value of the retiree health benefits that Executive would have received under the Company’s Health Plan had Executive qualified for full retiree health benefits under the Company’s Health Plan, with such payments to be made by the

2

Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these retiree health benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).”

7.The first sentence of Section 6(b) of the Agreement before the colon is amended to read as follows:

“In the event of Executive’s death which results in the termination of Executive’s employment, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after death, and the Company will pay Executive’s beneficiary or estate at the time specified in Section 6(d), and Executive’s beneficiary or estate will be entitled to receive, the following:”

8.Section 6(b)(ii) of the Agreement is amended to read in its entirety as follows:

“(ii)  In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s death occurred, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of his death and the denominator of which is the total number of days in the year of death;”

9.The second sentence of Section 6(c) of the Agreement before the colon is amended to read as follows:

“Upon termination of employment, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Disability, and the Company will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:”

10.Section 6(c)(ii) of the Agreement is amended to read in its entirety as follows:

“(ii)  In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated, based on

3

performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

11.Section 6(c)(vi) of the Agreement is amended to read in its entirety as follows:

“(vi) For the period extending from the date of termination due to Disability until the date Executive reaches age 65 (or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period or, if the terms of such plans or programs do not allow Executive’s continued participation, Executive shall instead be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 6(c)(vi) Executive would have received under such plans or programs had Executive continued to be employed during such period following Executive’s termination until age 65 (or the date Medicare coverage becomes available, if later), with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 6(c)(vi).”

12.Section 6(d) of the Agreement is amended to read in its entirety as follows:

“(d)   Other Terms of Payment Following Retirement, Death, or Disability.  Nothing in this Section 6 shall limit the benefits payable or provided in the event Executive’s employment terminates due to Retirement, death, or Disability under the terms of plans or programs of the Company more favorable to the Executive (or his beneficiaries) than the benefits payable or provided under this Section 6 (except in the case of annual incentives in lieu of which amounts are paid hereunder), including plans and programs adopted after the date of this Agreement.  Amounts payable under this Section 6 following Executive’s termination of employment, other than those expressly payable following determination of performance for the year of termination for purposes of annual incentive compensation or otherwise expressly payable on a deferred basis, will be paid in the payroll period next following the payroll period in which

4

termination of employment occurs; subject, however, to the provisions of Section 7(g) of this Agreement relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code. Any payment due within such six-month period shall be delayed to the end of such six-month period as required by Section 7(g). The Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment.  Notwithstanding the foregoing, if calculation of the amounts payable by such payment date is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations. In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs.”

13.The second sentence of Section 7(a) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated for Cause, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment by the Company for Cause, and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

14.The third sentence of Section 7(b) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

15.The fourth sentence of Section 7(c) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated by the Company (i.e., at the expiration of such notice period), the Term will terminate, all remaining obligations of the Company and Executive under Sections 1 through 5 of this

5

Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

16.The last sentence of Section 7(c)(ii) of the Agreement is amended to read as follows:

“The amount determined to be payable under this Section 7(c)(ii) shall be paid in a lump sum;”

17.Section 7(c)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii)  In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

18.Section 7(c)(viii) of the Agreement is amended to read in its entirety as follows:

“(viii) For a period of two years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits. If the terms of the Company plans and programs referred to in this Section 7(c)(viii) do not allow Executive’s continued participation, Executive shall instead be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(c)(viii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not

6

exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(c)(viii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(c)(viii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(c)(viii) if the Company had received adequate prior notice as required by this sentence.”

19.The second sentence of Section 7(d) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated by Executive for Good Reason (i.e., at the expiration of such notice period), the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

20.The last sentence of Section 7(d)(ii) of the Agreement is amended to read as follows:

“The amount determined to be payable under this Section 7(d)(ii) shall be paid in a lump sum;”

21.Section 7(d)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

22.Section 7(d)(viii) of the Agreement is amended to read in its entirety as follows:

“(viii)   For a period of two years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive

7

benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits. If the terms of the Company plans and programs referred to in this Section 7(d)(viii) do not allow Executive’s continued participation, Executive shall be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(d)(viii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(d)(viii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(d)(viii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(d)(viii) if the Company had received adequate prior notice as required by this sentence.”

23.The fourth sentence of Section 7(e) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated by the Company (i.e., at the expiration of such notice period), the Term will terminate, all remaining obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

24.The last sentence of Section 7(e)(ii) is amended to read as follows:

8

“The amount determined to be payable under this Section 7(e)(ii) shall be paid by the Company in a lump sum;”

25.Section 7(e)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

26.Section 7(e)(viii) of the Agreement is amended to read in its entirety as follows:

“(viii) For a period of three years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period, and on terms no less favorable than the terms applicable to Executive before the Change in Control; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits. If the terms of the Company plans and programs referred to in this Section 7(e)(viii) do not allow Executive’s continued participation, Executive shall instead be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(e)(viii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(e)(viii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would

9

reduce or terminate benefits under this Section 7(e)(viii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(e)(viii) if the Company had received adequate prior notice as required by this sentence.”

27.The second sentence of Section 7(f) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated by Executive for Good Reason (i.e., at the expiration of such notice period), the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

28.The last sentence of Section 7(f)(ii) of the Agreement is amended to read as follows:

“The amount determined to be payable under this Section 7(f)(ii) shall be paid in a lump sum;”

29.Section 7(f)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii)    In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

30.Section 7(f)(viii) of the Agreement is amended to read in its entirety as follows:

“(viii) For a period of three years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period, and on terms no less favorable than the terms applicable to Executive before the Change in Control;

10

provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits. If the terms of the Company plans and programs referred to in this Section 7(f)(viii) do not allow Executive’s continued participation, Executive shall be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(f)(viii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(f)(viii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(f)(viii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(f)(viii) if the Company had received adequate prior notice as required by this sentence.”

31.Section 7(g) of the Agreement is amended to read in its entirety as follows:

“(g)  Other Terms Relating to Certain Terminations of Employment; Delayed Payments Under Section 409A.  Whether a termination is deemed to be at or within two years after a Change in Control for purposes of Sections 7(c), (d), (e), or (f) is determined at the date of termination, regardless of whether the Change in Control had occurred at the time a notice of termination was given.  In the event Executive’s employment terminates for any reason set forth in Section 7(b) through (f), Executive will be entitled to the benefit of any terms of plans or agreements applicable to Executive which are more favorable than those specified in this Section 7 (except in the case of annual incentives in lieu of which amounts are paid hereunder).  Amounts payable under this Section 7 following Executive’s termination of employment, other than those expressly payable on a deferred basis, will be paid in the payroll period next following the payroll period in which termination of employment occurs except as otherwise provided in this Section 7. Anything in this Agreement to the contrary notwithstanding, payments to be made under this Agreement upon termination of Executive’s employment which are subject to Section 409A of the Code shall be delayed for six months following such termination of employment if Executive is a Specified Employee as defined in Section 8(g) on the date of his termination of employment.  Any payment due

11

within such six-month period shall be delayed to the end of such six-month period. The Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment. Notwithstanding the foregoing, if calculation of the amounts payable by any payment date specified in this Section 7(g) is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations thereunder.  In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs.”

32.Section 8(c)(i) of the Agreement is amended to read in its entirety as follows:

“(i) The unpaid portion of annual base salary at the rate payable, in accordance with Section 4(a) hereof, at the date of Executive’s termination of employment, pro rated through such date of termination, payable in a lump sum at the time specified in Section 6(d) or Section 7(g), as the case may be;”

33.Section 8(c)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii)   Reasonable business expenses and disbursements incurred by Executive prior to Executive’s termination of employment, to be reimbursed to Executive, as authorized under Section 5(f), in accordance the Company’s reimbursement policies as in effect at the date of such termination, payable in a lump sum at the time specified in Section 6(d) or Section 7(g), as the case may be.”

34.The following new subsection (g) is added to the end of Section 8 of the Agreement:

“(g)“Specified Employee”    For purposes of this Agreement, a “Specified Employee” shall mean an employee of the Company 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. Notwithstanding the foregoing, all employees who are nonresident aliens during an entire calendar year are excluded for purposes of determining which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for such calendar year. The

12

term “nonresident alien” as used herein shall have the meaning set forth in Regulations Section 1.409A-1(j).  In the event of any corporate spinoff or merger, the determination of which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for any calendar year shall be determined in accordance with Regulations Section 1.409A-1(i)(2).”

35.Section 9(b)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii)  The payments provided for in this Section 9(b) shall be made on the fifteenth day following the date of Executive’s termination of employment; provided, however, that if the amount of such payments cannot be finally determined on or before such day, the Company shall pay to Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations thereunder but in no event later than the thirtieth day after the date of Executive’s termination of employment subject, however, to any delay in the payment date as a result of Section 7(g) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code).  In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to Executive, payable on the fifteenth day after the demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).”

36.The following new provisions are added to the end of Section 11(a) of the Agreement:

“Anything in this Agreement to the contrary notwithstanding, the terms of this Agreement shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder and the Company shall have no right to accelerate or make any payment under this Agreement except to the extent permitted under Section 409A of the Code.  The Company shall have no obligation, however, to reimburse Executive for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of Executive under Section 409A of the Code except that this provision shall not apply in the event of the Company’s negligence or willful disregard in interpreting the application of Section 409A of the Code to  this Agreement which negligence or willful disregard causes Executive to become subject to a tax penalty or interest payable under Section 409A of the Code nor shall this provision be interpreted to limit any gross-up payable to Executive under Section 9(b) of this Agreement.”

37.Section 11(b) of the Agreement is amended to read in its entirety as follows:

13

“(b)  Reimbursement of Expenses in Enforcing Rights.  Upon submission of invoices, the Company shall promptly pay or reimburse all reasonable costs and expenses (including fees and disbursements of counsel and pension experts) incurred by Executive or Executive’s surviving spouse in seeking to interpret this Agreement or enforce rights pursuant to this Agreement or in any proceeding in connection therewith brought by Executive or Executive’s surviving spouse, whether or not Executive or Executive’s 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 in accordance with Section 11(c) or a court having jurisdiction over the matter.  Any such payment or reimbursement shall be made in a lump sum in the month next following the month in which such costs and expenses are incurred subject to Executive’s submission of receipts for such expenses.”

38.The second to last sentence in Section 11(c) of the Agreement is amended to read as follows:

“Subject to Section 11(b) of this Agreement, the Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 11 and shall pay such costs and expenses in the tax year in which incurred.”

39.The following new clause is added to the end of Section 11(d) of the Agreement before the period:

“except as otherwise provided in Sections 5(g) and 7(g) of this Agreement (concerning interest payable with respect to delayed payments under Section 409A of the Code).”

IN WITNESS WHEREOF, Executive has hereunto set his hand and the Company has caused this instrument to be duly executed as of the 17th day of October, 2006.

IMS HEALTH INCORPORATED
By:	/s/ David R. Carlucci
Name: David R. Carlucci
Title: Chief Executive Officer and President
/s/ Robert H. Steinfeld
Robert H. Steinfeld

14

EX-10.57.2

Exhibit 10.57.2

First Amendment to the
Change-in-Control Agreement for Robert H. Steinfeld

THIS FIRST AMENDMENT to the Change-in-Control Agreement by and between IMS Health Incorporated (the “Company”) and Robert H. Steinfeld (“Executive”) dated August 6, 1998 (the “Change-in-Control Agreement”) shall become effective as of January 1, 2007.

WHEREAS, the Company and Executive entered into the Change-in-Control Agreement effective as of August 6,1998; and

WHEREAS, the Company and Executive also entered into an Employment Agreement  effective as of November 14, 2000 and amended and restated the Employment Agreement effective as of February 11, 2003 and further amended the Employment Agreement by a First Amendment to the Employment Agreement effective January 1, 2005 (the “Employment Agreement”); and

WHEREAS, pursuant to Section 12 of the Employment Agreement, no payment or benefit under the Change-in-Control Agreement shall be made or extended which duplicates any payment or benefit under the Employment Agreement, but Executive shall remain entitled to any right or benefit under the Change-in-Control Agreement if and to the extent that such right or benefit is more favorable to Executive than a corresponding provision of the Employment Agreement; and

WHEREAS, pursuant to Section 3(b)(vi) of the Change-in-Control Agreement, in the event of Executive’s termination of employment by the Company without Cause or by Executive for Good Reason during the 24-month period following a Change in Control of the Company (as such capitalized terms are defined in the Change-in-Control Agreement), Executive is entitled to receive retiree medical and life benefits from the Company starting at age 55 regardless of Executive’s attained age at the time of his termination of employment; and

WHEREAS, the retiree medical and life benefits provided to Executive under Section 3(b)(vi) of the Change-in-Control Agreement are more favorable to Executive than the retiree medical and life benefits provided to Executive under the Employment Agreement inasmuch as the Employment Agreement requires Executive to have attained age 55 in order to be eligible for retiree medical benefits and does not provide retiree life benefits; and

WHEREAS, the Company and Executive desire to amend the Change-in-Control Agreement to clarify the retiree medical and life benefits provided pursuant to Section 3(b)(vi) thereof and to modify the terms of Section 3(b)(v) of the Change-in-Control Agreement concerning the medical and life benefits provided during the three-year period following a change in control of the Company.

NOW, THEREFORE, in consideration of the foregoing, the Company and Executive hereby agree as follows:

1.Section 3(b)(v) of the Change-in-Control Agreement is amended to read in its entirety as follows:

“During the three-year period following your termination of employment, you will receive fully subsidized COBRA coverage (grossed up for your taxes) under the Company’s health plan for so long as it is available and thereafter you will be paid cash payments equivalent on an after-tax basis to the value of the health plan benefits you would have received under the Company’s health plan had you continued to be employed during such three-year period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such health plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  You will also receive during such three-year period cash payments equivalent on an after-tax basis to the value of the life insurance benefits you  would have received under the Company’s life insurance plan had you continued to be employed during such three-year period, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the life insurance plan benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such life insurance plan benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).  Notwithstanding the foregoing, the benefits described in this Section 3(b)(v) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) during the three-year period following your termination.”

2.Section 3(b)(vi) of the Change-in-Control Agreement is amended to read in its entirety as follows:

“When you attain age 55, if you are eligible to participate in the Company’s retiree health and life insurance plans, you will receive monthly payments from the Company to reimburse you for your cost to participate in those plans, grossed up for your taxes.  If you are not eligible to participate in the Company’s retiree health and life insurance plans, you will instead receive cash payments equivalent on an after-tax basis to the value of the retiree health and life insurance benefits you would have received under the Company’s retiree health and life insurance plans (providing benefits no less than those provided on August 6, 1998) had you qualified for full retiree health and life insurance benefits under the Company’s retiree health and life insurance plans, with such payments to be made by the Company to you on a monthly basis (it being understood that the Company payments to you attributable to the health and life insurance benefits will be equal on an after-tax basis to the monthly premium cost to you to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier

2

having an investment grade or better credit rating).  Notwithstanding the foregoing, the benefits described in this Section 3(b)(vi) shall constitute secondary coverage with respect to any health or life insurance benefits actually received by you in connection with any subsequent employment (or self-employment) or otherwise following your attainment of age 55.”

IN WITNESS WHEREOF, Executive has hereunto set his hand and the Company has caused this instrument to be duly executed as of the 23rd day of February, 2007.

IMS HEALTH INCORPORATED
By:	/s/ David R. Carlucci
Name: David R. Carlucci
Title: Chairman, Chief Executive Officer and President
/s/ Robert H. Steinfeld
Robert H. Steinfeld

3

EX-10.58.2

Exhibit 10.58.2

First Amendment to the
Employment Agreement for David R. Carlucci
As Amended and Restated at February 16, 2006

THIS FIRST AMENDMENT to the Employment Agreement by and between IMS Health Incorporated (the “Company”) and David R. Carlucci (“Executive”) as amended and restated at February 16, 2006 (the “Agreement”) shall become effective as of January 1, 2005.

WHEREAS,  the Company and Executive entered into the Agreement effective as of October 7, 2002 and amended and restated the Agreement as of December 3, 2002, January 1, 2005 and February 16, 2006; and

WHEREAS, the Company and Executive desire to amend the Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, effective January 1, 2005 and in certain other respects.

NOW, THEREFORE, in consideration of the foregoing, the Company and Executive hereby agree as follows:

1.Section 3(b) of the Agreement is amended by inserting the word “County” after the word “Fairfield”.

2.Section 4(b) of the Agreement is amended to read in its entirety as follows:

“(b)  Annual Incentive Compensation.    The Company will pay to Executive during the Term annual incentive compensation which shall offer to Executive an opportunity to earn additional compensation based upon performance in amounts determined by the Committee in accordance with the applicable plan and consistent with past practices of the Company; provided, however, that the annual target incentive opportunity shall be not less than the greater of 100% of Base Salary or the annual target incentive opportunity for the prior year for achievement of target level performance, with the nature of the performance and the levels of performance triggering payments of such annual target incentive compensation for each year to be established after consultation with Executive and communicated to Executive during the first quarter of such year by the Committee. In addition, the Committee (or the Board) may determine, in its discretion, to increase Executive’s annual target incentive opportunity or provide an additional annual incentive opportunity, in excess of the annual target incentive opportunity, payable for performance in excess of or in addition to the performance required for payment of the annual target incentive amount. Any annual incentive compensation payable to Executive shall be paid in accordance with the applicable plan (except to the extent deferred under Section 5(d)).”

3.The last two sentences of Section 5(b) are amended to read as follows:

“Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by the Company for “Cause” (as defined in Section 8(a)) or Executive terminates voluntarily and not for “Good Reason” (as defined in Section 8(e)), Executive may elect continued participation after termination of employment in the Company’s health and medical coverage for himself and his spouse and dependent children after such coverage would otherwise end for his lifetime; provided, however, that in the event of such election, Executive shall pay the Company each year an amount equal to (i), during the first 18 months after termination (or other applicable period under COBRA), the then-current annual COBRA premium being paid (or payable) by any other former employee of the Company, and (ii), thereafter, the annual amount payable in accordance with standard payment rates applicable to retirees as of the Effective Date of this Agreement except in each case as may be otherwise provided under Section 6 or 7. If Executive’s age and years of service do not qualify him for full benefits under the Company’s retiree health benefits plan, Executive shall instead be paid cash payments equivalent on an after-tax basis to the value of the retiree health benefits that Executive would have received under the Company’s retiree health benefits plan had Executive qualified for full benefits under the Company’s retiree health benefits plan, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these retiree health benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating).”

4.Section 5(e) of the Agreement is amended to read in its entirety as follows:

“(e)  Reimbursement of Expenses.  The Company will reimburse Executive for all reasonable business expenses and disbursements incurred by Executive in the performance of Executive’s duties during the Term in accordance with the Company’s reimbursement policies as in effect from time to time, any such reimbursement to be made in a lump sum in the year in which Executive submits to the Company a receipt for any such expense or disbursement.”

5.The following new subsection (g) is added to the end of Section 5 of the Agreement:

“(g)  Limitations Under Code Section 409A.  Anything in this Section 5 to the contrary notwithstanding, with respect to any payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 7(g) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code), the Company will adjust the payment 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

2

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 Company will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment.  Notwithstanding the foregoing, if calculation of the amounts payable by such payment date is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the proposed and final Treasury Regulations thereunder, as the same may be amended from time to time (the “Regulations”). In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs.”

6.The second sentence of Section 6(a) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Company will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:”

7.Section 6(a)(ii) of the Agreement is amended to read in its entirety as follows:

“(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

8.The first sentence of Section 6(b) of the Agreement before the colon is amended to read as follows:

“In the event of Executive’s death which results in the termination of Executive’s employment, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after death, and the Company will pay Executive’s beneficiary or estate at the time specified in Section 6(d), and Executive’s beneficiary or estate will be entitled to receive, the following:”

3

9.Section 6(b)(ii) of the Agreement is amended to read in its entirety as follows:

“(ii)  In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s death occurred, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of his death and the denominator of which is the total number of days in the year of death;”

10.The second sentence of Section 6(c) of the Agreement is amended to read as follows:

“Such employment shall terminate at the expiration of the 30-day period referred to in the definition of Disability set forth in Section 8(d), unless Executive has returned to service.”

11.The third sentence of Section 6(c) of the Agreement before the colon is amended to read as follows:

“Upon termination of employment, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Disability, and the Company will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:”

12.Section 6(c)(ii) of the Agreement is amended to read in its entirety as follows:

“(ii)  In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

13.Section 6(c)(v) of the Agreement is amended to read in its entirety as follows:

4

“(v)  Disability benefits shall be payable in accordance with the Company’s plans, programs and policies (including the SERP) as modified by this Agreement, and all deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, provided that, if the Company’s payment obligation (determined on a monthly basis) pursuant to Section 7(c)(ii) hereof (the “Section 7(c)(ii) Payments,” determined as though Executive’s termination of employment had been treated as a termination by the Company without Cause) would have been greater than the monthly payments of Disability benefits due Executive pursuant to this Section 6(c)(v), Executive shall be entitled to an additional monthly payment for the first 24 months following Executive’s termination due to Disability equal to the difference between the Section 7(c)(ii) Payments and the monthly payments due Executive pursuant to this Section 6(c)(v), to the extent of such excess; and”

14.Section 6(c)(vi) of the Agreement is amended to read in its entirety as follows:

“(vi) For the period extending from the date of termination due to Disability until the date Executive reaches age 65 (or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period or, if the terms of such plans or programs do not allow Executive’s continued participation, Executive shall instead be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 6(c)(vi) Executive would have received under such plans or programs had Executive continued to be employed during such period following Executive’s termination until age 65 (or the date Medicare coverage becomes available, if later), with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 6(c)(vi).”

15.Section 6(d) of the Agreement is amended to read in its entirety as follows:

“(d)   Other Terms of Payment Following Retirement, Death, or Disability.  Nothing in this Section 6 shall limit the benefits payable or provided in the event Executive’s employment terminates due to Retirement, death, or Disability under

5

the terms of plans or programs of the Company more favorable to the Executive (or his beneficiaries) than the benefits payable or provided under this Section 6 (except in the case of annual incentives in lieu of which amounts are paid hereunder), including plans and programs adopted after the date of this Agreement.  Amounts payable under this Section 6 following Executive’s termination of employment, other than those expressly payable following determination of performance for the year of termination for purposes of annual incentive compensation or otherwise expressly payable on a deferred basis, will be paid in the payroll period next following the payroll period in which termination of employment occurs; subject, however, to the provisions of Section 7(g) of this Agreement relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code. Any payment due within such six-month period shall be delayed to the end of such six-month period as required by Section 7(g). The Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment.  Notwithstanding the foregoing, if calculation of the amounts payable by such payment date is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations. In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs.”

16.The second sentence of Section 7(a) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated for Cause, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment by the Company for Cause, and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

17.The third sentence of Section 7(b) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease,

6

and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

18.The fourth sentence of Section 7(c) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated by the Company (i.e., at the expiration of such notice period), the Term will terminate, all remaining obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

19.The last sentence of Section 7(c)(ii) of the Agreement is amended to read as follows:

“The amount determined to be payable under this Section 7(c)(ii) shall be paid in a lump sum;”

20.Section 7(c)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii)  In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

21.Section 7(c)(vii) of the Agreement is amended to read in its entirety as follows:

“(vii) For a period of two years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits. If

7

the terms of the Company plans and programs referred to in this Section 7(c)(vii) do not allow Executive’s continued participation, Executive shall instead be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(c)(vii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(c)(vii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(c)(vii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(c)(vii) if the Company had received adequate prior notice as required by this sentence.”

22.The second sentence of Section 7(d) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated by Executive for Good Reason (i.e., at the expiration of such notice period), the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

23.The last sentence of Section 7(d)(ii) of the Agreement is amended to read as follows:

“The amount determined to be payable under this Section 7(d)(ii) shall be paid in a lump sum;”

24.Section 7(d)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of

8

which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

25.Section 7(d)(vii) of the Agreement is amended to read in its entirety as follows:

“(vii)   For a period of two years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits. If the terms of the Company plans and programs referred to in this Section 7(d)(vii) do not allow Executive’s continued participation, Executive shall be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(d)(vii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(d)(vii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(d)(vii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(d)(vii) if the Company had received adequate prior notice as required by this sentence.”

26.The fourth sentence of Section 7(e) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated by the Company (i.e., at the expiration of such notice period), the Term will terminate, all remaining

9

obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

27.The last sentence of Section 7(e)(ii) is amended to read as follows:

“The amount determined to be payable under this Section 7(e)(ii) shall be paid by the Company in a lump sum;”

28.Section 7(e)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

29.Section 7(e)(viii) of the Agreement is amended to read in its entirety as follows:

“(viii) For a period of three years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period, and on terms no less favorable than the terms applicable to Executive before the Change in Control; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits. If the terms of the Company plans and programs referred to in this Section 7(e)(viii) do not allow Executive’s continued participation, Executive shall instead be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(e)(viii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly

10

premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(e)(viii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(e)(viii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(e)(viii) if the Company had received adequate prior notice as required by this sentence.”

30.The second sentence of Section 7(f) of the Agreement before the colon is amended to read as follows:

“At the time Executive’s employment is terminated by Executive for Good Reason (i.e., at the expiration of such notice period), the Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:”

31.The last sentence of Section 7(f)(ii) of the Agreement is amended to read as follows:

“The amount determined to be payable under this Section 7(f)(ii) shall be paid in a lump sum;”

32.Section 7(f)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii)    In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;”

33.Section 7(f)(viii) of the Agreement is amended to read in its entirety as follows:

“(viii) For a period of three years after such termination (but not after Executive attains age 65 or the date Medicare coverage becomes available to Executive, if

11

later), Executive shall continue to participate in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical, disability and life insurance benefits (but not other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive’s continued participation, as if Executive had continued in employment with the Company during such period, and on terms no less favorable than the terms applicable to Executive before the Change in Control; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits. If the terms of the Company plans and programs referred to in this Section 7(f)(viii) do not allow Executive’s continued participation, Executive shall be paid cash payments equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(f)(viii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such payments to be made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(f)(viii).  Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(f)(viii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(f)(viii) if the Company had received adequate prior notice as required by this sentence.”

34.Section 7(g) of the Agreement is amended to read in its entirety as follows:

“(g)  Other Terms Relating to Certain Terminations of Employment; Delayed Payments Under Section 409A.  Whether a termination is deemed to be at or within two years after a Change in Control for purposes of Sections 7(c), (d), (e), or (f) is determined at the date of termination, regardless of whether the Change in Control had occurred at the time a notice of termination was given.  In the event Executive’s employment terminates for any reason set forth in Section 7(b) through (f), Executive will be entitled to the benefit of any terms of plans or agreements applicable to Executive which are more favorable than those specified in this Section 7 (except in the case of annual incentives in lieu of which amounts are paid hereunder).  Amounts payable under this Section 7 following Executive’s

12

termination of employment, other than those expressly payable on a deferred basis, will be paid in the payroll period next following the payroll period in which termination of employment occurs except as otherwise provided in this Section 7. Anything in this Agreement to the contrary notwithstanding, payments to be made under this Agreement upon termination of Executive’s employment which are subject to Section 409A of the Code shall be delayed for six months following such termination of employment if Executive is a Specified Employee as defined in Section 8(g) on the date of his termination of employment.  Any payment due within such six-month period shall be delayed to the end of such six-month period. The Company will adjust the payment 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 Company will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment. Notwithstanding the foregoing, if calculation of the amounts payable by any payment date specified in this Section 7(g) is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations thereunder.  In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs.”

35.Section 8(c)(i) of the Agreement is amended to read in its entirety as follows:

“(i) The unpaid portion of annual base salary at the rate payable, in accordance with Section 4(a) hereof, at the date of Executive’s termination of employment, pro rated through such date of termination, payable in a lump sum at the time specified in Section 6(d) or Section 7(g), as the case may be;”

36.Section 8(c)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii)   Reasonable business expenses and disbursements incurred by Executive prior to Executive’s termination of employment, to be reimbursed to Executive, as authorized under Section 5(f), in accordance the Company’s reimbursement policies as in effect at the date of such termination, payable in a lump sum at the time specified in Section 6(d) or Section 7(g), as the case may be.”

37.The following new subsection (g) is added to the end of Section 8 of the Agreement:

“(g)“Specified Employee”    For purposes of this Agreement, a “Specified Employee” shall mean an employee of the Company who satisfies the requirements for being designated a “key employee” under Section

13

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. Notwithstanding the foregoing, all employees who are nonresident aliens during an entire calendar year are excluded for purposes of determining which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for such calendar year. The term “nonresident alien” as used herein shall have the meaning set forth in Regulations Section 1.409A-1(j).  In the event of any corporate spinoff or merger, the determination of which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for any calendar year shall be determined in accordance with Regulations Section 1.409A-1(i)(2).”

38.Section 9(b)(iii) of the Agreement is amended to read in its entirety as follows:

“(iii)  The payments provided for in this Section 9(b) shall be made on the fifteenth day following the date of Executive’s termination of employment; provided, however, that if the amount of such payments cannot be finally determined on or before such day, the Company shall pay to Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations thereunder but in no event later than the thirtieth day after the date of Executive’s termination of employment subject, however, to any delay in the payment date as a result of Section 7(g) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code).  In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to Executive, payable on the fifteenth day after the demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).”

39.The following new provisions are added to the end of Section 11(a) of the Agreement:

“Anything in this Agreement to the contrary notwithstanding, the terms of this Agreement shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder and the Company shall have no right to accelerate or make any payment under this Agreement except to the extent permitted under Section 409A of the Code.  The Company shall have no obligation, however, to reimburse Executive for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of Executive under Section 409A of the Code except that this

14

provision shall not apply in the event of the Company’s negligence or willful disregard in interpreting the application of Section 409A of the Code to this Agreement which negligence or willful disregard causes Executive to become subject to a tax penalty or interest payable under Section 409A of the Code nor shall this provision be interpreted to limit any gross-up payable to Executive under Section 9(b) of this Agreement.”

40.The last sentence of Section 11(b) of the Agreement is amended to read as follows:

“Any such payment or reimbursement shall be made in a lump sum in the month next following the month in which such costs and expenses are incurred subject to Executive’s submission of receipts for such expenses.”

41.The second to last sentence in Section 11(c) of the Agreement is amended to read as follows:

“Subject to Section 11(b) of this Agreement, the Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 11 and shall pay such costs and expenses in the tax year in which incurred.”

42.The following new clause is added to the end of Section 11(d) of the Agreement before the period:

“except as otherwise provided in Sections 5(g) and 7(g) of this Agreement (concerning interest payable with respect to delayed payments under Section 409A of the Code).”

IN WITNESS WHEREOF, Executive has hereunto set his hand and the Company has caused this instrument to be duly executed as of the 17th day of October, 2006.

IMS HEALTH INCORPORATED
By:	/s/ Robert H. Steinfeld
Name: Robert H. Steinfeld
Title: Senior Vice President, General Counsel and Corporate           Secretary
/s/ David R. Carlucci
David R. Carlucci

15

EX-10.71

Exhibit 10.71

IMS HEALTH INCORPORATED

DEFINED CONTRIBUTION EXECUTIVE RETIREMENT PLAN

Effective as of January 1, 2007

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”	7
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”	10
1.23	“Member”	10
1.24	“Past Service”	10
1.25	“Past Service Contributions Rate”	11
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”	13
1.36	“Specified Employee”	13
1.37	“Vested Former Member”	13

i

TABLE OF CONTENTS
(Continued)

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	20
3.4	Notification of Nonpayment of Benefits	21
3.5	Repayment of Benefits	22
3.6	Change in Control	22
SECTION 4 - DEATH BENEFITS		25
4.1	Death Prior to Benefit Payment Date	25
4.2	Death On or After Benefit Payment Date	26
SECTION 5 - PLAN ADMINISTRATOR		26
5.1	Duties and Authority	26
5.2	Presentation of Claims	26
5.3	Claims Denial Notification	27
5.4	Claims Review Procedure	27
5.5	Timing	28
5.6	Final Decision	28
SECTION 6 - MISCELLANEOUS		29
6.1	Amendment; Suspension	29
6.2	Termination	31
6.3	No Employment Rights	35
6.4	Unfunded Status	35
6.5	Arbitration	35
6.6	No Alienation	36
6.7	Withholding	36
6.8	Governing Law	36
6.9	Successors	37
6.10	Integration	38
Appendix A		39
Appendix B		40

ii

IMS HEALTH INCORPORATED

DEFINED CONTRIBUTION EXECUTIVE RETIREMENT PLAN

Effective as of January 1, 2007

INTRODUCTION

The IMS Health Incorporated Defined Contribution Executive Retirement Plan (the “Plan”) is hereby 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.

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

2

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:

3

(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

4

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

5

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. Compensation payable after December 31st for services performed during the final payroll period of the immediately preceding year shall be treated as Compensation for services performed in the year in which it is paid.

6

 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 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.

 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

7

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:

(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;

8

(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.

9

 1.22“Investment Credits” shall mean notional additions to the Retirement Account determined in accordance with Section 3.1(d)

 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.

10

 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.

 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

11

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

 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 the 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”  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).

12

 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 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

13

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.

 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.

14

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

15

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.

16

 3.2Time and Form of Payment.

(a)An employee who is expected to become a Member 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 prior to the Member’s commencement of participation in order to be effective. 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, 2007 (or such later date as may be specified in proposed or final Treasury Regulations or other Internal Revenue Service guidance interpreting Section 409A of the Code) 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.

(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.

17

(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:

(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.

18

(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; or

(ii)if payment is necessary to satisfy requirements established pursuant to a written determination by the Office of Government Ethics that:  (A) divestiture of the financial interest or termination of the financial arrangement is reasonably necessary to comply with any Federal conflict of interest statute, regulation, rule or executive order (including Section 208 of Title 18, United States Code), or is requested by a congressional committee as a condition of confirmation; and (B) specifies the financial interest to be divested or terminated.

(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

19

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.

 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

20

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 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.  Such written notice shall specify the particular act(s), or

21

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 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.

22

(b)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 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;

23

provided,however, that the cumulative Past Service Contributions credited to a Member’s Account under Section 3.1(c) and under this 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

24

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.

(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.

25

 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 claim shall be furnished to the claimant within 90 days after the claim is

26

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:

(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

27

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 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

28

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.

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

29

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 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 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,

30

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 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:

31

(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 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 substantially similar arrangements sponsored by the Company are terminated so that all Members and Vested Former Members in this Plan and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve months of the date of termination of the arrangements;

(c)               (i) 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; (ii) 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 termination of the arrangements; (iii) all payments are made within twenty-four months of the termination of the arrangements; and (iv) the Company does not adopt a

32

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 five years following the date of termination of the arrangement; 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 is entitled to receive under this Plan to become subject to an income tax penalty 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

33

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 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

34

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 Employee, 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 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.  Upon submission of invoices, the Company shall promptly pay or reimburse all reasonable costs and expenses (including fees and disbursements of counsel and pension

35

experts) incurred to assert rights under this Plan 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, in which case any amounts previously paid by the Company shall be promptly repaid.

 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

36

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 and the Company 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 Company shall have no obligation, however, to reimburse any Member, Vested Former Member or Designated Beneficiary for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of such Member, Vested Former Member or Designated Beneficiary under Section 409A of the Code except that this provision shall not apply in the event of the Company’s negligence or willful disregard in its interpretation of the application of Section 409A of the Code and the Regulations thereunder to the Plan.

 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.

37

 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 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.

38

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.

39

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

40

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;

41

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.

42

EX-21

Exhibit 21

IMS Health Incorporated Active Subsidiaries
as of December 31, 2006

Name	State or Other Jurisdiction of Incorporation	% ownership 100% except as noted
BATTAERD MANSLEY PTY LTD.	South Africa
COORDINATED MANAGEMENT SYSTEMS, INC.	Delaware
DATA NICHE ASSOCIATES, INC.	Illinois
DYNAMIC RESEARCH & SOLUTIONS, INC.	Delaware
ENTERPRISE ASSOCIATES, LLC	Delaware
IMS CHINAMETRIK INCORPORATED	Delaware
IMS Market Research Consulting (Shanghai) Co., Ltd.	China
IMS CHINAMETRIK LIMITED	Hong Kong
Global Crown Investment Limited	Hong Kong
United Research China (Shanghai) Ltd.	Delaware
IMS Meridian Limited	Hong Kong
IMS Meridian Research Limited	British Virgin Islands
Meridian Research Vietnam Ltd.	Vietnam
IMS CONTRACT MANAGEMENT SERVICES, INC	Delaware
IMS HEALTH ASIA PTE. LTD.	Singapore
IMS HEALTH, CANADA LIMITED	Canada
IMS HEALTH DEUTSCHLAND GMBH	Germany
IMS Health Beteiligungs-gesellschaft mbH	Germany
IMS Health GmbH & Co. OHG	Germany
Fricke & Pirk GmbH	Germany
IMS Hellas EPE.	Greece
SCICON Wissenschaftliche Unternehmensberatung GmbH	Germany
SCICON Wissenschaftliche Unternehmensberatung GmbH	Switzerland
IMS HEALTH FINANCE, INC.	Delaware
IMS HEALTH GROUP LIMITED	United Kingdom
IMS Health HQ Limited	United Kingdom
IMS Holdings (U.K.) Limited	United Kingdom
IMS Health Limited	United Kingdom
IMSWorld Publications Ltd.	United Kingdom
Pharma Strategy Group Limited	United Kingdom
Cambridge Pharma Consultancy, Ltd.	United Kingdom
Cambridge Pharma Consultancy, Inc.	Delaware
PPR Communications Ltd.	United Kingdom
IMS (UK) Pension Plan Trustee Company Limited	United Kingdom
IMS Health Surveys Limited	United Kingdom
IMS Health Networks Limited	United Kingdom
IMS Hospital Group Limited	United Kingdom

IMS HEALTH INDIA HOLDING CORPORATION	Delaware
RX India Corporation	Delaware
IMS Health India Private Limited	India
IMS HEALTH KOREA LTD.	Korea
IMS HEALTH, LDA.	Portugal
Azyx Servicos de Geomarketing Farmaceutico, Ltda.	Portugal
IMS HEALTH LICENSING ASSOCIATES, L.L.C.	Delaware		92.74
Spartan Leasing Corporation	Delaware
IMS HEALTH LIMITED	Ireland
Medical Data Systems Limited	Ireland
IMS HEALTH PHILIPPINES, INC.	Philippines
IMS HEALTH PUERTO RICO INC.	Puerto Rico
IMS HEALTH S.P.A.	Italy
Aboutpharma S.r.l.	Italy
IMS HEALTH TAIWAN LTD.	Taiwan
IMS HEALTH TRADING CORPORATION	Delaware
IMS Health Holdings (Pty.) Ltd.	South Africa
IMS Health (Pty.) Ltd.	South Africa
IMS HEALTH TRANSPORTATION SERVICES CORPORATION	Delaware
IMS HEALTH (ISRAEL) LTD.	Israel
IMS JAPAN K.K.	Japan
PMSI Japan Ltd.	Japan
IMS NETHERLANDS HOLDING B.V.	Netherlands
IMS AG	Switzerland
IMS Health Argentina S.A.	Argentina
Phama S.A.	Argentina
Pharmadat Marktforschungs Gesellschaft m.b.H.	Austria
IMS Health S.P.R.L.	Belgium
HEDM bvba/sprl	Belgium
Source Belgium sa/nv	Belgium
IMS Health Finance Ltd.	Bermuda
IMS Health Bolivia S.R.L.	Bolivia
IMS Health Do Brasil Ltda.	Brazil
Genexis Servicos De Informacao LTDA	Brazil
IMS Bulgaria E.o.o.D.	Bulgaria
Asesorias IMS Health Chile Limitada	Chile
Intercomunicaciones Y Servicio de Datos Interdata S.A.	Colombia
IMS Adriatic d.o.o. za konzalting	Croatia
IMS Health a.s.	Czech Republic
IMS Republica Dominicana, S.A.	Dominican Republic
IMS Ecuador S.A.	Ecuador
IMS Health Egypt Limited	Egypt
IMS Health Oy	Finland
IMS Health S.A.S.	France
Groupe PR	France
PR International	France
PR Editions	France
IMS Software GmbH	Germany
Asserta Centroamerica Medicion de Mercados, S.A.	Guatemala
IMS Health Services Ltd.	Hungary
VNU Finance & Holding BV	India	50.00
IMS Health Bangladesh Limited	Bangladesh
IMS Health Lanka (Private) Limited	Sri Lanka
PT. IMS Health Indonesia	Indonesia	95.00

2

UAB IMS Health	Lithuania
IMS Health Malaysia Sdn. Bhd.	Malaysia
Interdata S.R.L. de C.V.	Mexico
IPP Informacion Promocional y Publicitaria S.A. de C.V.	Mexico
Informations Medicales & Statistiques S.A.R.L.	Morocco
IMS Health B.V.	Netherlands
IMS Health Finance B.V.	Netherlands
IMS Health Norway A/S	Norway
IMS Health Pakistan (Private) Limited	Pakistan
IMS Health Paraguaya S.R.L.	Paraguay
IMS Health Del Peru S.A.	Peru
Azyx Polska Geopharma Information Services, Sp.z.o.o.	Poland
IMS Poland Limited Sp.z.o.o.	Poland
IMS Pharmaceutical Services Srl.	Romania
IMS Information Medical Statistics, spol.s.r.o.	Slovak Republic
IMS Services, pharmaceutical marketing services Ltd.	Slovenia
IMS Health, S.A.	Spain
IMS Production Hubs, S.L.	Spain
Mercados Y Analisis, S.A.	Spain
CORE Holding GmbH	Switzerland
CORE Center for Outcomes Research GmbH	Switzerland
CORE-USA LLC	Indiana
IMS Health GmbH	Switzerland
M&H Informatics Holding AG	Switzerland
ACCELETRA AG	Switzerland
M&H Informatics AG	Switzerland
M&H Informatics (BD)	Bangladesh
Interstatistik AG	Switzerland
Datec Industria e Comercio, Distribuidora Grafica e Mala Direta Ltda.	Brazil
IMS Health Marktforschung GmbH	Austria
IMS Health Tunisia sarl	Tunisia
IMS Health Tibbi Istatistik Ticaret ve Musavirlik Ltd Sirketi	Turkey
IMS Health Uruguay S.A.	Uruguay
PMV De Venezuela, C.A.	Venezuela
IMS SERVICES, LLC	Delaware
IMS Health (Australia) Partnership	Australia
IMS Health Australia Holding Pty. Ltd.	Australia
IMS Health Australia Pty. Ltd.	Australia
M-Tag Pty. Limited	Australia
Battaerd Mansley Pty. Ltd.	Australia
Battaerd Mansley India Private Limited	India
IMS Health (N.Z.) Limited	New Zealand
IMS SOFTWARE SERVICES, LTD.	Delaware
IMS Health AB	Sweden
Medical Radar Holding AB	Sweden
IMS Medical Radar AB	Sweden
IMS Sweden AB	Sweden
INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD. (DE)	Delaware
MARKET RESEARCH MANAGEMENT, INC.	Delaware
PHARMETRICS, INC.	Massachusetts
ROSENBLATT-KLAUBER GROUP, INC.	Vermont
IMS HEALTH CONSULTING, INC.	Canada
SOURCE INFORMATICS LIMITED	United Kingdom
IMS GOVERNMENT SOLUTIONS, INC.	Virginia

3

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-53712, 333-69195, 333-67779, 333-58361, 333-107004 and 333-138320) of IMS Health Incorporated of our report dated February 26, 2007 relating to the consolidated financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

PricewaterhouseCoopers LLP

New York, New York

February 26, 2007

EX-31.1

Exhibit 31.1

CEO Certification

I, David R. Carlucci, certify that:

1.I have reviewed this Annual Report on Form 10-K 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: February 26, 2007

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 Annual Report on Form 10-K 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: February 26, 2007
	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-K for the fiscal year ended December 31, 2006 (the “Form 10-K”) 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-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 26, 2007	By:	/s/ DAVID R. CARLUCCI David R. Carlucci Chairman, Chief Executive Officer and President
Date: February 26, 2007	By:	/s/ LESLYE G. KATZ 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-K 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.