Exhibit 10.2

IHS Inc.        2004 Directors Stock Plan        Amended and Restated Effective December 3, 2008

1.     Purpose of this Plan.

This IHS Inc. 2004 Directors Stock Plan (as from time to time amended, this "Plan") is a
sub-plan under the IHS Inc. 2004 Long-Term Incentive Plan (as from time to time amended, the "2004 LTIP"). Awards under
this Plan shall be granted in accordance with the 2004 LTIP, including Section 13 thereof, and shall constitute Nonemployee Director Awards. Unless defined in this Plan, capitalized terms shall
have the same meanings ascribed to them in the 2004 Plan.

2.     Effective Date; Eligibility.



3.     Awards.



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4.     Terms and Conditions of Awards.

(a)Restricted Stock.



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(b)RSUs.



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(c)DSUs.



(d)Deferral of Annual Retainer Award.A Participant may elect to defer payment of his annual retainer Award; providedthat
such election is made before the close of the calendar year preceding the fiscal year in respect of which the annual retainer Award is
made. Such annual retainer Award shall be paid to such Participant in accordance with his deferral election, which date of payment shall be (i) a specified date that is at least two
(2) years following the date of election, (ii) on the tenth (10th) day following his termination of service as a Director for any reason, including for death or Disability,
(iii) the occurrence of an unforeseeable emergency resulting in severe financial hardship, to the extent necessary to relieve the hardship and pay any applicable taxes or (iv) in the
event of a Change in Control;providedthat for purposes of this Section 4(d)(iv), if such payment is not permitted under the regulations
promulgated by the Treasury Secretary pursuant to federal legislation currently referred to as the American Jobs Creation Act of 2004 (the "Jobs Act
Regulations"), then such payment shall be made in accordance with Section 4(d)(ii).

(e)"Put", "Call" and "Drag-Along" Rights.



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5.     Amendment, Termination, Suspension and Termination.

Awards under this Plan are subject to Article 19 of the 2004 LTIP.

6.     Miscellaneous.



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EXHIBIT AVALUATION METHODOLOGIES

Under specified circumstances, the Committee will determine the FMV of Shares in good faith in its sole discretion. In order to
determine FMV in the absence of a public trading market, the Committee will consider the following methodologies in determining FMV.



The
Committee will assess the range of valuations indicated by the above methodologies and select what it deems to be the most representative indicator of fair market value.

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EXHIBIT BIHS INC.  DIRECTORS STOCK PLAN        AWARD DOCUMENTRESTRICTED STOCK

|                           |  |                            |  | 
|-------------------------- |  | -------------------------- |  | 
|Nonemployee Director Name: |  | [Full Name]                |  | 
|Address:                   |  | [Address]                  |  | 
|Grant Date:                |  | /    /20                   |  | 
|Number:                    |  | Shares of Restricted Stock |  | 
|FMV per Share:             |  | $            per Share     |  | 
|Total FMV of Award:        |  | $                          |  | 

| |  |          |  |             
| |  | -------- |  | ------------
| |  | IHS INC.
| |  | By:      |  | Name:
Title:

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EXHIBIT CIHS INC.  DIRECTORS STOCK PLAN        AWARD DOCUMENTRSUs

|                               |  |                        |  | 
|------------------------------ |  | ---------------------- |  | 
|Nonemployee Director Name:     |  | [Full Name]            |  | 
|Address:                       |  | [Address]              |  | 
|Grant Date:                    |  | /    /20               |  | 
|Number:                        |  | Shares underlying RSUs |  | 
|FMV per Share underlying RSUs: |  | $            per Share |  | 
|Total FMV of Award:            |  | $                      |  | 

| |  |          |  |             
| |  | -------- |  | ------------
| |  | IHS INC.
| |  | By:      |  | Name:
Title:

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