Exhibit
10.2


 


First Amendment to the

IMS Health Incorporated 

Supplemental Executive Retirement Plan


 


The IMS Health
Incorporated Supplemental Executive Retirement Plan (the “Plan”) is amended
effective April 17, 2001, except as otherwise provided herein, as follows:


 


1.                                       Section
1.35 of the Plan is deleted.


 


2.                                       Section
1.1 of the Plan is amended to read in its entirety as follows:


 


“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
1.25(a) 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.”


 


3.                                       The
first paragraph of Section 1.9 of the Plan is amended to read in its entirety
as follows:


 


“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:”


 


4.                                       The
following new Section 1.10 is added to the Plan and subsequent sections of the
Plan are renumbered accordingly:


 


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


 


5.                                       The
first paragraph of Section 1.11 of the Plan is amended to read in its entirety
as follows:


 


“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:”


 


6.                                       The
first sentence of Section 1.15 of the Plan is amended to read as follows:


 


“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 any nonqualified
deferred compensation plan.”


 


7.                                       The
first paragraph of Section 1.22 of the Plan is amended to read in its entirety
as follows:


 


“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:”


 


8.                                       Section
1.22(g) of the Plan is amended to read in its entirety as follows:


 


“(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.                                       Section
1.23 of the Plan is amended to read in its entirety as follows:


 


“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.”


 


10.                                 The
following new Section 1.28 is added to the Plan and subsequent sections are
renumbered accordingly:


 


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


 


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11.                                 Section
1.29(b) of the Plan is amended to read in its entirety as follows:


 


“(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.                                 Section
1.31 of the Plan is amended to read in its entirety as follows:


 


“1.31                     “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 55 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 55 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.”


 


13.                                 Section
1.33 of the Plan is amended to read in its entirety as follows:


 


“1.33                     “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 (i)
Service will also include that period of time during which the Member is
receiving Disability Benefits under this Plan; (ii) 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; (iii) 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; and (iv) 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


 


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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.”


 


14.                                 Section
2.1 of the Plan is amended to read in its entirety as follows:


 


“2.1                           Commencement
of Participation. Such key executives of the Corporation 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.”


 


15.                                 Section
2.2 of the Plan is amended to read in its entirety as follows:


 


“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 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.”


 


16.                                 Section
3.3(a) of the Plan is amended to read in its entirety as follows:


 


“(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.”


 


17.                                 Section
3.3(b) of the Plan is amended to read in its entirety as follows:


 


“(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


 


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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.”


 


18.                                 Section
3.4(a) of the Plan is amended to read in its entirety as follows:


 


“(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. Effective January 1, 2003, 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 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 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 (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.”


 


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19.                                 Section
3.4(d) of the Plan is amended to read in its entirety as follows:


 


“(d)                           Effective
January 1, 2003, 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.”


 


20.                                 Section
3.7(a) of the Plan is amended to read in its entirety as follows:


 


“(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).”


 


21.                                 Section
3.8(a)(i) of the Plan is amended to read in its entirety as follows:


 


“(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
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 1.31(iii)
to disregard Service prior to such


 


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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).”


 


22.                                 Section
3.8(a)(iii) of the Plan is amended to read in its entirety as follows:


 


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


 


23.                                 Section
4.1(b) of the Plan is amended to read in its entirety as follows:


 


“(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.”


 


24.                                 Section
5.1 of the Plan is amended to read in its entirety as follows:


 


“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 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.”


 


25.                                 Section
5.3 of the Plan is amended to read in its entirety as follows:


 


“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.”


 


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26.                                 Section
6.2 of the Plan is amended to read in its entirety as follows:


 


“6.2                           Presentation
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.)”


 


27.                                 The
following new Section 6.3 is added to the Plan:


 


“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;


(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.”


 


28.                                 The
following new Section 6.4 is added to the Plan:


 


“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.”


 


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29.                                 The
following new Section 6.5 is added to the Plan:


 


“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.”


 


30.                                 The
following new Section 6.6 is added to the Plan:


 


“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.”


 


31.                                 Section
7.1 of the Plan is amended to read in its entirety as follows:


 


“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


 


9

















 


respect to amendments
that such Committee determines do not have a significant effect on the cost of
the Plan.”


 


32.                                 Section
7.3 of the Plan is amended to read in its entirety as follows:


 


“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 under the Plan,
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.”


 


33.                                 Section
7.5 of the Plan is amended to read in its entirety as follows:


 


“7.5                           Arbitration.  The provisions of this Section 7.5 shall be
effective January 1, 2003. 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.”


 


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34.                                 Section
7.6 of the Plan is amended to read in its entirety as follows:


 


“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.”


 


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