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                                                                    EXHIBIT 10.2


                          1998 IMS HEALTH INCORPORATED
                  NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN

      (as amended on July 25, 2000 and restated to reflect such amendment)

1.    PURPOSE OF THE PLAN

      The purpose of the Plan is to aid the Company in attracting, retaining and
compensating non-employee directors and to enable them to increase their
ownership of Shares. The Plan will be beneficial to the Company and its
stockholders since it will allow non-employee directors of the Board to have a
greater personal financial stake in the Company through the ownership of Shares,
in addition to underscoring their common interest with stockholders in
increasing the value of the Shares on a long-term basis.


2.    DEFINITIONS

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

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

            (b)   AWARD: An Option or Share of Restricted Stock granted pursuant
                  to the Plan.

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

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

            (e)   CHANGE IN CONTROL: The occurrence of any of the following
                  events:

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

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

                  (iii) the stockholders of the Company approve any transaction
                  or series of transactions under which the Company is merged or
                  consolidated with any other company, other than


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                  a merger or consolidation (A) which would result in the voting
                  securities of the Company outstanding immediately prior
                  thereto continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving entity) more than 66 2/3% of the combined voting
                  power of the voting securities of the Company or such
                  surviving entity outstanding immediately after such merger or
                  consolidation and (B) after which no Person holds 20% or more
                  of the combined voting power of the then-outstanding
                  securities of the Company or such surviving entity; or

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

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

            (g)   COGNIZANT: Cognizant Corporation, a Delaware corporation.

            (h)   COMMITTEE: The Compensation and Benefits Committee of the
                  Board.

            (i)   COMPANY: IMS Health Incorporated, a Delaware corporation.

            (j)   DISABILITY:  Inability to continue to serve as a non-employee
                  director of the Board due to a medically determinable physical
                  or mental impairment which constitutes a permanent and total
                  disability, as determined by the Committee (excluding any
                  member thereof whose own Disability is at issue in a given
                  case) based upon such evidence as it deems necessary and
                  appropriate. A Participant shall not be considered disabled
                  unless he or she furnishes such medical or other evidence of
                  the existence of the Disability as the Committee, in its sole
                  discretion, may require.

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

            (l)   FAIR MARKET VALUE:  On a given date, the arithmetic mean of
                  the high and low prices of the Shares as reported on such date
                  on the Composite Tape of the principal national securities
                  exchange on which such Shares are listed or admitted to
                  trading, or, if no Composite Tape exists for such national
                  securities exchange on such date, then on the principal
                  national securities exchange on which such Shares are listed
                  or admitted to trading, or, if the Shares are not listed or
                  admitted on a national securities exchange, the arithmetic
                  mean of the per Share closing bid price and per Share closing
                  asked price on such date as quoted on the National Association
                  of Securities Dealers Automated Quotation System (or such
                  market in which such prices are regularly quoted), or, if
                  there is no market on which the Shares are regularly quoted,
                  the Fair Market Value shall be the value established by the
                  Committee in good faith. If no sale of Shares shall have been
                  reported on such Composite Tape or such national securities
                  exchange on such date or quoted on the National Association of
                  Securities Dealers Automated Quotation System on such date,
                  then the immediately preceding date on which sales of the
                  Shares have been so reported or quoted shall be used.

            (m)   OPTION: A stock option granted pursuant to Section 6 of the
                  Plan.

            (n)   OPTION PRICE:  The purchase price per Share of an Option,
                  as determined pursuant to Section 6(b) of the Plan.

            (o)   PARTICIPANT:  Any director of the Company who is not an
                  employee of the Company or any Subsidiary of the Company as
                  of the date that an Award is granted.

            (p)   PERSON: As such term is used for purposes of Section 13(d) or
                  14(d) of the Act (or any successor section thereto).


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            (q)   PLAN: The 1998 IMS Health Incorporated Non-Employee Directors'
                  Stock Incentive Plan.

            (r)   RESTRICTED STOCK: A Share of restricted stock granted pursuant
                  to Section 7 of the Plan.

            (s)   RETIREMENT:  Termination of service with the Company after
                  such Participant has attained age 70, regardless of the length
                  of such Participant's service; or, with the prior written
                  consent of the Committee (excluding any member thereof whose
                  own Retirement is at issue in a given case), termination of
                  service at an earlier age after the Participant has completed
                  six or more years of service with the Company.

            (t)   SHARES: Shares of common stock, par value $0.01 per share, of
                  the Company.

            (u)   SPINOFF DATE: The date on which the Shares that are owned by
                  Cognizant are distributed to the holders of record of shares
                  of Cognizant.

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


3.    SHARES SUBJECT TO THE PLAN

      Subject to adjustment as provided in Section 8(a), the total number of
shares reserved and available for delivery under the Plan is 400,000 taking into
account the prior stock split and spin distributions. All shares delivered in
connection with Awards shall be treasury shares. The issuance of Awards or the
payment of cash upon exercise of an Award shall reduce the total number of
shares available under the Plan, as applicable. Shares which are subject to
Awards which terminate or lapse may be granted again under the Plan.


4.    ADMINISTRATION

      The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two "non-employee directors" within the meaning of Rule 16b-3
under the Act (or any successor rule thereto). The Committee is authorized to
interpret the Plan, to establish, amend and rescind any rules and regulations
relating to the Plan, and to make any other determinations that it deems
necessary or desirable for the administration of the Plan. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan in the manner and to the extent the Committee deems necessary or desirable.
Any decision of the Committee in the interpretation and administration of the
Plan, as described herein, shall lie within its sole and absolute discretion and
shall be final, conclusive and binding on all parties concerned (including, but
not limited to, Participants and their beneficiaries or successors).


5.    ELIGIBILITY

      All Participants shall be eligible to participate under this Plan.


6.    TERMS AND CONDITIONS OF OPTIONS

      Options granted under the Plan shall be non-qualified stock options for
federal income tax purposes, as evidenced by the related Option agreements, and
shall be subject to the foregoing and the following terms and conditions and to
such other terms and conditions, not inconsistent therewith, as the Committee
shall determine:

            (a)   GRANTS. A Participant may receive, on such dates as determined
by the Committee in its sole discretion, grants consisting of such number of
Options as determined by the Committee in its sole discretion.


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            (b)   OPTION PRICE.  The Option Price per Share shall be
determined by the Committee, but shall not be less than 100% of the Fair Market
Value of the Shares on the date an Option is granted.

            (c)   EXERCISABILITY. Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an Option be exercisable more than ten
years after the date it is granted.

            (d)   EXERCISE OF OPTIONS. Except as otherwise provided in the Plan
or in a related Option agreement, an Option may be exercised for all, or from
time to time any part, of the Shares for which it is then exercisable. For
purposes of Section 6 of the Plan, the exercise date of an Option shall be the
later of the date a notice of exercise is received by the Company and, if
applicable, (A) the date payment is received by the Company pursuant to clauses
(i), (ii) or (iii) in the following sentence or (B) the date of sale by a broker
of all or a portion of the Shares being purchased pursuant to clause (iv) in the
following sentence. The purchase price for the Shares as to which an Option is
exercised shall be paid to the Company in full at the time of exercise at the
election of the Participant (i) in cash, (ii) in Shares having a Fair Market
Value equal to the aggregate Option Price for the Shares being purchased and
satisfying such other requirements as may be imposed by the Committee, (iii)
partly in cash and partly in such Shares, or (iv) through the delivery of
irrevocable instructions to a broker to deliver promptly to the Company an
amount equal to the aggregate Option Price for the Shares being purchased. No
Participant shall have any rights to dividends or other rights of a stockholder
with respect to Shares subject to an Option until the Participant has given
written notice of exercise of the Option, paid in full for such Shares and, if
applicable, has satisfied any other conditions imposed by the Committee pursuant
to the Plan.

            (e)   EXERCISABILITY UPON TERMINATION OF SERVICE BY DEATH. If a
Participant's service with the Company and its Subsidiaries terminates by reason
of death after the date of grant of an Option, (i) the unexercised portion of
such Option shall immediately vest in full and (ii) such portion may thereafter
be exercised during the shorter of (A) the remaining stated term of the Option
or (B) five years after the date of death.

            (f)   EXERCISABILITY UPON TERMINATION OF SERVICE BY DISABILITY OR
RETIREMENT. If a Participant's service with the Company and its Subsidiaries
terminates by reason of Disability or Retirement after the date of grant of an
Option, (i) the unexercised portion of such Option shall immediately vest in
full and (ii) such portion may thereafter be exercised during the shorter of (A)
the remaining stated term of the Option or (B) five years after the date of such
termination of service; PROVIDED, HOWEVER, that if a Participant dies within a
period of five years after such termination of service, the unexercised portion
of the Option may thereafter be exercised, during the shorter of (i) the
remaining stated term of the Option or (ii) the period that is the longer of (A)
five years after the date of such termination of service or (B) one year after
the date of death.

            (g)   EFFECT OF OTHER TERMINATION OF SERVICE. If a Participant's
service with the Company and its Subsidiaries terminates for any reason other
than death, Disability or Retirement after the date of grant of an Option as
described above, the unexercised portion of an Option may thereafter be
exercised during the period ending ninety days after the date of such
termination of service, but only to the extent to which such Option was
exercisable at the time of such termination of service.


7.    TERMS AND CONDITIONS OF RESTRICTED STOCK

      Restricted Stock granted under the Plan shall be subject to the foregoing
and the following terms and conditions and to such other terms and conditions,
not inconsistent therewith, as the Committee shall determine:

            (a)   GRANTS. A Participant may receive, on such dates as determined
by the Committee in its sole discretion, grants consisting of such amounts of
Restricted Stock as determined by the Committee in its sole discretion.

            (b)   RESTRICTIONS. Restricted Stock granted under the Plan may not
be sold, transferred, pledged, assigned or otherwise disposed of under any
circumstances; PROVIDED, HOWEVER, that the foregoing restrictions shall elapse
at such time and upon such terms and conditions as may be specified by the
Committee in the related Award agreement(s).


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            (c)   ACCELERATION. Notwithstanding anything in the Plan to the
contrary, (i) the restrictions set forth in Section 7(b) of the Plan shall
automatically elapse in the event that a Participant terminates service with the
Company as a result of death or Disability and (ii) the Committee (excluding any
member thereof whose own Award is at issue in a given case) may, in its sole
discretion, accelerate the elapsing of the restrictions set forth in Section
7(b) of the Plan in the event that a Participant terminates service with the
Company for any other reason. In the absence of such acceleration, all Shares of
Restricted Stock as to which restrictions have not previously elapsed pursuant
to Section 7(b) of the Plan shall be forfeited upon the termination of a
Participant's service with the Company for reasons other than death or
Disability.


8.    ADJUSTMENTS UPON CERTAIN EVENTS

      Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:

            (a)   GENERALLY. In the event of any change in the outstanding
Shares after the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of Shares or other corporate exchange, or any distribution to
stockholders of Shares other than regular cash dividends, the Committee in its
sole discretion and without liability to any person may make such substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or kind
of Shares or other securities issued or reserved for issuance pursuant to the
Plan or pursuant to outstanding Awards, (ii) the Option Price and/or (iii) any
other affected terms of such Awards.

            (b)   CHANGE IN CONTROL. In the event of a Change in Control, the
Committee in its sole discretion and without liability to any person may take
such actions, if any, as it deems necessary or desirable with respect to any
Award (including, without limitation, (i) the acceleration of an Award, (ii) the
payment of a cash amount in exchange for the cancellation of an Award and/or
(iii) the requiring of the issuance of substitute Awards that will substantially
preserve the value, rights and benefits of any affected Awards previously
granted hereunder) as of the date of the consummation of the Change in Control.


9.    SUCCESSORS AND ASSIGNS

      The Plan shall be binding on all successors and assigns of the Company and
a Participant, including without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.


10.   AMENDMENTS OR TERMINATION

      The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of any
Participant under any Award theretofore granted without such Participant's
consent.


11.   NONTRANSFERABILITY OF AWARDS

      An Award shall not be transferable or assignable by the Participant
otherwise than by will or by the laws of descent and distribution. During the
lifetime of a Participant, an Award shall be exercisable only by such
Participant. An Award exercisable after the death of a Participant may be
exercised by the legatees, personal representatives or distributees of the
Participant. Notwithstanding anything to the contrary herein, the Committee, in
its sole discretion, shall have the authority to waive this Section 11 (or any
part thereof) to the extent that this Section 11 (or any part thereof) is not
required under the rules promulgated under any law, rule or regulation
applicable to the Company.


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12.   CHOICE OF LAW

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


13.   EFFECTIVENESS OF THE PLAN

      The Plan shall be effective as of the Spinoff Date.




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