Exhibit 10.3


 


IMS HEALTH INCORPORATED


 


EXECUTIVE
PENSION PLAN


 


 


Effective as
of April 17, 2001


 

















 


TABLE OF CONTENTS


 


	
  INTRODUCTION

  
	
  SECTION
  1

  	
  - DEFINITIONS

  
	
  1.1

  	
  “Actuarial Equivalent Value”

  
	
  1.2

  	
  “Affiliated Employer”

  
	
  1.3

  	
  “Average Final Compensation”

  
	
  1.4

  	
  “Basic
  Disability Plan”

  
	
  1.5

  	
  “Basic Disability Plan Benefit”

  
	
  1.6

  	
  “Basic Plan”

  
	
  1.7

  	
  “Basic Plan Benefit”

  
	
  1.8

  	
  “Board”

  
	
  1.9

  	
  “Cause”

  
	
  1.10

  	
  “CEO”

  
	
  1.11

  	
  “Change in Control”

  
	
  1.12

  	
  “Change in Control Agreement”

  
	
  1.13

  	
  “Code”

  
	
  1.14

  	
  “Company”

  
	
  1.15

  	
  “Compensation”

  
	
  1.16

  	
  “Covered Earnings”

  
	
  1.17

  	
  “Deferred Vested Benefit”

  
	
  1.18

  	
  “Disability” or “Disabled”

  
	
  1.19

  	
  “Disability Benefits”

  
	
  1.20

  	
  “Effective Date”

  
	
  1.21

  	
  “Former Member”

  
	
  1.22

  	
  “Good Reason”.

  
	
  1.23

  	
  “Lump Sum Election”

  
	
  1.24

  	
  “Member”

  
	
  1.25

  	
  “Other Disability Income”

  
	
  1.26

  	
  “Other Retirement Income”

  
	
  1.27

  	
  “Plan”

  



 


i

















 


	
  1.28

  	
  “Plan Administrator”

  
	
  1.29

  	
  “Potential Change in Control”

  
	
  1.30

  	
  “Retirement”

  
	
  1.31

  	
  “Retirement Benefits”

  
	
  1.32

  	
  “Service”

  
	
  1.33

  	
  “Surviving Spouse”

  
	
  1.34

  	
  “Surviving Spouse’s Benefits”

  
	
  1.35

  	
  “Vested Former Member”

  
	
  SECTION
  2

  	
  - PARTICIPATION

  
	
  2.1

  	
  Commencement of Participation

  
	
  2.2

  	
  Termination of Participation

  
	
  SECTION 3

  	
  - AMOUNT AND FORM OF BENEFITS

  
	
  3.1

  	
  Retirement Benefits

  
	
  3.2

  	
  Deferred Vested Benefit

  
	
  3.3

  	
  Form of Payment

  
	
  3.4

  	
  Lump Sum Election

  
	
  3.5

  	
  Cessation of Benefits

  
	
  3.6

  	
  Notification of Cessation of Benefits

  
	
  3.7

  	
  Repayment of Benefits Paid as Lump Sum

  
	
  3.8

  	
  Change in Control

  
	
  SECTION 4

  	
  - DISABILITY BENEFITS

  
	
  4.1

  	
  Eligibility

  
	
  4.2

  	
  Amount

  
	
  SECTION 5

  	
  - SURVIVING SPOUSE’S BENEFITS

  
	
  5.1

  	
  Death Prior to Benefit Commencement

  
	
  5.2

  	
  Death On or After Benefit Commencement

  
	
  5.3

  	
  Commencement of Surviving Spouse’s Benefit

  
	
  5.4

  	
  Lump Sum Payment

  
	
  5.5

  	
  Reduction

  



 


ii

















 


	
  SECTION 6

  	
  - PLAN ADMINISTRATOR

  
	
  6.1

  	
  Duties and Authority

  
	
  6.2

  	
  Presentation of Claims

  
	
  6.3

  	
  Claims Denial Notification

  
	
  6.4

  	
  Claims Review Procedure

  
	
  6.5

  	
  Timing

  
	
  6.6

  	
  Final Decision

  
	
  SECTION 7

  	
  - MISCELLANEOUS

  
	
  7.1

  	
  Amendment; Termination

  
	
  7.2

  	
  No Employment Rights

  
	
  7.3

  	
  Payout in Discretion of the Plan
  Administrator

  
	
  7.4

  	
  Unfunded Status

  
	
  7.5

  	
  Arbitration

  
	
  7.6

  	
  No Alienation

  
	
  7.7

  	
  Withholding

  
	
  7.8

  	
  Governing Law

  
	
  7.9

  	
  Successors

  
	
  7.10

  	
  Integration

  



 


iii

















 


IMS HEALTH INCORPORATED


 


EXECUTIVE PENSION PLAN


 


Effective as of April 17, 2001


 


INTRODUCTION


 


The IMS Health Incorporated Executive Pension
Plan (the “Plan”) is hereby 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.


 


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.


 


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


 


2

















 


Agreement with
the Company, if any.  If no such
employment agreement or Change in Control Agreement containing a definition of
“Cause” shall be in effect, for purposes of this Plan “Cause” shall mean a
Member’s:


 


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


 


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


 


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


 


3

















 


of the Board
(after reasonable notice to the Member and an opportunity for the Member,
together with the Member’s counsel, to be heard before the Board) finding that,
in the good faith opinion of the Board, the Member was guilty of conduct set
forth above in this definition and specifying the particulars thereof in
detail.


 


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


 


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


 


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


 


4

















 


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


 


(c)                                  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 (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


 


5

















 


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)                                 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


 


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


 


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


 


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


 


1.14                           “Company” shall mean IMS Health Incorporated.


 


1.15                           “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


 


6

















 


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.


 


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


 


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


 


1.18                           “Disability” or “Disabled” shall mean disability or
disabled for purposes of the Basic Disability Plan.


 


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


 


1.20                           “Effective Date” shall mean April 17, 2001.


 


1.21                           “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


 


7

















 


participation
in the Plan, in accordance with Section 2.2 hereof, before he or she has
completed five or more years of Service.


 


1.22                           “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:


 


(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


 


8

















 


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
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


 


9

















 


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.


 


1.23                           “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.


 


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


 


1.25                           “Other Disability Income” shall mean (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).


 


1.26                           “Other Retirement Income” shall mean the
retirement income payable to a Member or Vested Former Member from any ‘excess
benefit plan’ as that term is defined in Section 3(36) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), (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


 


10

















 


arrangement
providing a defined pension benefit or defined contribution retirement benefit,
in any case, maintained or entered into with the Company or an Affiliated
Employer (excluding this Plan, any Basic Plan, any defined contribution plan
intended to meet the requirements of Code Section 401(a) and any elective plan
of deferred compensation).


 


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


 


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


 


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


 


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


 


11

















 


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


 


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



 


1.30                           “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 (a) after attaining age 65 and
completing five years of Service or (b) 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 clause (a) of 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 in writing by the CEO.


 


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


 


1.32                           “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


 


12

















 


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 in writing by the
CEO; (c) upon commencement of participation hereunder in accordance with Section
2.1 hereof, the CEO 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 in writing by the CEO.


 


13

















 


1.33                           “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.


 


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


 


1.35                           “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


 


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


 


2.2                                 Termination 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, in the case of officers of the


 


14

















 


Company or its
Affiliated Employers, as approved by the Compensation and Benefits Committee of
the Board, 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


 


3.1                                 Retirement
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;


 


(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


 


15

















 


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.


 


3.2                                 Deferred 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.


 


16

















 


(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


 


17

















 


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.


 


3.3                                 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, and shall
commence to be paid on such date or as soon as administratively practicable
thereafter, with interest as determined by the Plan Administrator for any delay
in payment.


 


(1)                                  Anything
in this Plan to the contrary notwithstanding, the Deferred Vested Benefit
payable to a Member or Vested Former Member


 


18

















 


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


 


19

















 


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.


 


20

















 


(b)                                 If
a Member or Vested Former Member has made a Lump Sum Election pursuant to
Section 3.4 and such Lump Sum Election becomes effective (i) prior to the date
of such Member’s or Vested Former Member’s Retirement or termination of
employment with the Company or an Affiliated Employer and (ii) while he or she
was still a Member, 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 within 60 days 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.


 


(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.


 


21

















 


3.4                                 Lump 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(c), 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) are satisfied.  A Lump
Sum Election made by a Member or Vested Former Member in accordance with the
terms of any plan maintained by the Company described in Section 201(2) of
ERISA, including without limitation, the IMS Health Incorporated U.S. Executive
Retirement Plan, shall be effective with respect to this Plan.  A Member or Vested Former Member may elect a
payment form different than the payment form previously elected by him or her
under this Section 3.4(a) by filing a revised election form; provided that any
such new election shall be effective only if the conditions of Section 3.4(b)
are satisfied with respect to such new election.  Any prior Lump Sum Election made by a Member that has satisfied
the conditions of Section 3.4(b) shall remain effective for purposes of the
Plan until such Member has made a new election satisfying the conditions of
Section 3.4(b).  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),


 


22

















 


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 (1) 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 (2) the
1983 Group Annuity Mortality Table.


 


(b)                                 A
Member’s Election under Section 3.4(a) becomes effective only if all of the
following conditions are satisfied: (i) such Member remains in the employment
of the Company or an Affiliated Employer, as the case may be, for the full 12
calendar months immediately following the date of such election (the “Election
Date”), except in the case of death or Disability of such Member (in which case
Section 3.4(d) shall apply) and (ii) such Member complies with the
administrative procedures set forth by the Plan Administrator with respect to
the making of a Lump Sum Election.


 


(c)                                  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%.


 


23

















 


(d)           In the event a
Member who has made an Election pursuant to Section 3.4(a) dies or becomes
Disabled while employed by the Company or an Affiliated Employer and such death
or Disability occurs during the 12 calendar-month period immediately following
the Election Date, the condition under Section 3.4(b)(i) shall be deemed
satisfied with respect to such Member.


 


3.5                                 Cessation 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


 


24

















 


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.


 


3.6                                 Notification 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


 


25

















 


failures to
act, and the basis on which the decision to cease paying his or her benefits
has been made.


 


3.7                                 Repayment 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.


 


3.8                                 Change in Control.


 


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


 


26

















 


(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, 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


 


27

















 


Section 1.32
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.  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 terminate


 


28

















 


employment within
a two-year period following a Change in Control.


 


SECTION 4 - DISABILITY BENEFITS


 


4.1                                 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 4.2.


 


4.2                                 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


 


5.1                                 Death 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


 


29

















 


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.


 


5.2                                 Death 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.


 


5.3                                 Commencement 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, at the same time as the Surviving Spouse’s benefits
under the Basic Plan.  Such benefits
shall continue until the first day of the month in which the Surviving Spouse
dies.


 


5.4                                 Lump 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


 


30

















 


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.


 


(c)                                  Any
Surviving Spouse’s Benefit which is payable as a lump sum shall be paid within
60 days after the date when any portion of such benefit payable in annuity form
commences or would commence if any portion of such Surviving Spouse’s Benefit
were payable as an annuity as set forth in Section 5.3.


 


5.5                                 Reduction. 
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


 


6.1                                 Duties 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;


 


31

















 


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.


 


6.2                                 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.)


 


6.3                                 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:


 


(a)                                  the
specific reason(s) for denial;


 


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


 


32

















 


(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.


 


6.4                                 Claims 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.


 


33

















 


6.5                                 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.


 


6.6                                 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.


 


34

















 


SECTION 7- MISCELLANEOUS


 


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


 


7.2                                 No 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.


 


35

















 


7.3                                 Payout in Discretion of the Plan
Administrator.  Notwithstanding
anything herein to the contrary, at any time following the termination of
service of the Member or Vested Former Member, the Plan Administrator may
authorize, under uniform rules applicable to all Members, Vested Former Members
and Surviving Spouses under the Plan, a lump sum distribution of a Member’s or
Vested Former Member’s Retirement Benefit or Deferred Vested Benefit or a lump
sum distribution of a Surviving Spouse’s Benefit in full satisfaction of all
present and future Plan liability with respect to such Member, Vested Former
Member and/or Surviving Spouse, if the present value of such Retirement
Benefit, Deferred Vested Benefit or Surviving Spouse’s Benefit, determined in
accordance with the provisions of Section 3.4(a) with respect to Retirement
Benefits and Deferred Vested Benefits, and Section 5.4 with respect to
Surviving Spouse’s Benefits, on the assumption that the Member or Vested Former
Member made an Election under Section 3.4, is less than $250,000.  Such lump sum distribution may be made
without the consent of the Member, Vested Former Member or Surviving Spouse.


 


7.4                                 Unfunded 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


 


36

















 


obligations
under the Plan shall meet the requirements necessary to retain such unfunded
status.


 


7.5                                 Arbitration. 
Any dispute or controversy arising under or in connection with the Plan
shall be settled exclusively by arbitration in New York, New York 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.


 


7.6                                 No Alienation. 
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.


 


37

















 


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


 


7.8                                 Governing 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
such state to the extent not preempted by federal law.


 


7.9                                 Successors. 
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.


 


7.10                           Integration. 
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.


 


38