**Exhibit10.6**

** **

IMSHEALTH INCORPORATED

 

RETIREMENTEXCESS PLAN

 

 

AsAmended and Restated Effective as of January 1, 2005

 

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**TABLE OF CONTENTS**
| ** **     | ** **                              | **Page** |
|----------------|-----------------------------------------|----------|
|           |                                    |
| INTRODUCTION   | 1                                       |
|           |                                    |
| SECTION 1 | - DEFINITIONS                           | 2        |
|           |                                    |     |
| 1.1            | “Affiliated Employer”         | 2        |
|           |                                    |     |
| 1.2            | “Benefit Payment Date”        | 2        |
|           |                                    |     |
| 1.3            | “Board”                       | 2        |
|           |                                    |     |
| 1.4            | “Cause”                       | 2        |
|           |                                    |     |
| 1.5            | “Change in Control”           | 3        |
|           |                                    |     |
| 1.6            | “Code”                        | 5        |
|           |                                    |     |
| 1.7            | “Committee”                   | 6        |
|           |                                    |     |
| 1.8            | “Company”                     | 6        |
|           |                                    |     |
| 1.9            | “Designated Beneficiary”      | 6        |
|           |                                    |     |
| 1.10           | “Disability”                  | 6        |
|           |                                    |     |
| 1.11           | “Effective Date”              | 6        |
|           |                                    |     |
| 1.12           | “ERISA”                       | 6        |
|           |                                    |     |
| 1.13           | “Good Reason”                 | 6        |
|           |                                    |     |
| 1.14           | “Member”                      | 9        |
|           |                                    |     |
| 1.15           | “Plan”                        | 9        |
|           |                                    |     |
| 1.16           | “Plan Administrator”          | 9        |
|           |                                    |     |
| 1.17           | “Potential Change in Control” | 9        |
|           |                                    |     |
| 1.18           | “Qualified Plan”              | 10       |
|           |                                    |     |
| 1.19           | “Regulations”                 | 10       |
|           |                                    |     |
| 1.20           | “Retirement Benefit”          | 10       |
|           |                                    |     |
| 1.21           | “Separation from Service”     | 10       |
|           |                                    |     |
| 1.22           | “Specified Employee”          | 10       |
|           |                                    |     |
| SECTION 2 | - PARTICIPATION                         | 11       |
|           |                                    |     |
| 2.1            | Commencement of Participation           | 11       |
|           |                                    |     |
| SECTION 3 | - AMOUNT AND FORM OF BENEFITS      | 11       |
|           |                                    |     |
| 3.1            | Retirement Benefit                      | 11       |
|           |                                    |     |
| 3.2            | Time and Form of Payment           | 12       |
|           |                                    |     |
| 3.3            | Nonpayment of Benefits                  | 16       |
|           |                                    |     |
| 3.4            | Notification of Nonpayment of Benefits  | 18       |
|                |                                         |          |  |

 

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| 3.5            | Repayment of Benefits             | 18     |
|----------------|-----------------------------------|--------|
|           |                              |   |
| 3.6            | Change in Control                 | 19     |
|           |                              |   |
| SECTION 4 | - DEATH BENEFITS                  | 20     |
|           |                              |   |
| 4.1            | Death Prior to Benefit Payment    | 20     |
|           |                              |   |
| 4.2            | Death On or After Benefit Payment | 21     |
|           |                              |   |
| SECTION 5 | - PLAN ADMINISTRATOR              | 21     |
|           |                              |   |
| 5.1            | Duties and Authority              | 21     |
|           |                              |   |
| 5.2            | Presentation of Claims            | 22     |
|           |                              |   |
| 5.3            | Claims Denial Notification        | 22     |
|           |                              |   |
| 5.4            | Claims Review Procedure           | 23     |
|           |                              |   |
| 5.5            | Timing                            | 23     |
|           |                              |   |
| 5.6            | Final Decision                    | 24     |
|           |                              |   |
| 5.7            | Delayed Payments                  | 24     |
|           |                              |   |
| SECTION 6 | - MISCELLANEOUS                   | 25     |
|           |                              |   |
| 6.1            | Amendment; Suspension             | 25     |
|           |                              |   |
| 6.2            | Termination                       | 26     |
|           |                              |   |
| 6.3            | No Employment Rights              | 28     |
|           |                              |   |
| 6.4            | Unfunded Status                   | 28     |
|           |                              |   |
| 6.5            | Arbitration                       | 29     |
|           |                              |   |
| 6.6            | No Alienation                     | 30     |
|           |                              |   |
| 6.7            | Withholding                       | 30     |
|           |                              |   |
| 6.8            | Governing Law                     | 30     |
|           |                              |   |
| 6.9            | Successors                        | 31     |
|           |                              |   |
| 6.10           | Integration                       | 31     |
|           |                              |   |
| Appendix A     | 33                                |
|           |                              |
| Appendix B     | 34                                |
|           |                              |
| Appendix C     | 35                                |

 

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IMSHEALTH INCORPORATED

 

RETIREMENTEXCESS PLAN

 

As Amendedand Restated Effective as of January 1, 2005

** **

**INTRODUCTION**

 

Effective as of July 1**,**1998, the IMS Health Incorporated Retirement Excess Plan(the “Plan”) was established to provide participating employees with retirementbenefits in excess of those permitted to be paid under the IMS HealthIncorporated Retirement Plan (the “Qualified Plan”) due to the limitationsimposed by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, asamended (the “Code”) and the exclusion from the definition of compensationunder the Qualified Plan of amounts deferred under any nonqualified deferredcompensation plan. This document represents a complete restatement of the Planeffective as of January 1, 2005. The provisions of this amendment and restatement of the Plan shall applyto Members of the Plan who have not retired or terminated employment with theCompany as of January 1, 2005.  Therights to benefits, if any, of any former Member who retired or otherwiseterminated employment before January 1, 2005, together with the amount ofsuch benefits, shall continue to be governed by the provisions of the Plan ineffect as of the date of such retirement or termination of employment. Inaddition, with respect to the Members identified on Appendix A to the Plan, theprovisions of this amendment and restatement of the Plan shall apply tobenefits they accrue under the Plan after December 31, 2004.  The rights to vested benefits they hadaccrued under the Plan as of December 31, 2004, together with the amountof such benefits and any elections with respect to such benefits in effect on 

 

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December 31, 2004,shall continue to be governed by the provisions of the Plan in effect as of December 31,2004.

** **

**SECTION 1 - DEFINITIONS**

 

1.1                                  “Affiliated Employer” shall mean an entity affiliated with the Company.

 

1.2                                  “Benefit Payment Date” shall mean the date on which a Member’s RetirementBenefit is paid to such Member in accordance with Section 3.2 or to suchMember’s Designated Beneficiary in accordance with Section 4.1.

 

1.3                                  “Board”shall mean the Board of Directors of IMS Health Incorporated, except that anyaction authorized to be taken by the Board hereunder may also be taken by aduly authorized committee of the Board or its duly authorized delegees.

 

1.4                                 “Cause”  A Member shall not be deemed to have beenterminated for “Cause” under this Plan unless such Member shall have beenterminated for “Cause” under the terms of such Member’s employment agreement orchange in control agreement with the Company, if any.  If no such employment agreement or change incontrol agreement containing a definition of “Cause” shall be in effect, forpurposes of this Plan “Cause” shall mean a Member’s:

 

(a)                                  willful and continued failure tosubstantially perform his or her duties (other than any such failure resultingfrom incapacity due to physical or

 

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mental illness orDisability or any failure after the issuance of a notice of termination by theMember for Good Reason) which failure is demonstrably and materially damagingto the financial condition or reputation of the Company and/or its AffiliatedEmployers, and which failure continues more than 48 hours after a writtendemand for substantial performance is delivered to the Member by the Company,which demand specifically identifies the manner in which the Company believesthat the Member has not substantially performed his or her duties; or

 

(b)                                 the willful engaging by the Memberin 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 shallbe deemed “willful” unless done, or omitted to be done, by the Member not ingood faith and without reasonable belief that his or her action or omission wasin the best interest of the Company.

 

1.5                                 “Change in Control”  If a “Change inControl” shall have occurred or shall be deemed to have occurred under theterms of a Member’s Change in Control Agreement or employment agreement withthe Company, if any, then a “Change in Control” shall be deemed to haveoccurred under this Plan.   Otherwise a “Changein Control” shall be deemed to have occurred if:

 

(a)                                  any “Person” as such term is usedfor purposes of  Sections 13(d) or14(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)

 

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(other than the Company, any trusteeor other fiduciary holding securities under an employee benefit plan of theCompany, or any company owned, directly or indirectly, by the stockholders ofthe Company in substantially the same proportions as their ownership of stockof the Company), becomes the “Beneficial Owner” (as defined in Rule 13d-3of the Exchange Act), directly or indirectly, of securities of the Company representing20% or more of the combined voting power of the Company’s then outstandingsecurities;

 

(b)                                 during any period of 24 months (notincluding any period prior to the Effective Date), individuals who at thebeginning of such period constitute the Board, and any new director (other than(i) a director nominated by a Person who has entered into an agreementwith the Company to effect a transaction described in Sections 1.5(a), (c), or (d) hereof,(ii) a director nominated by any Person (including the Company) whopublicly announces an intention to take or to consider taking actions(including, but not limited to, an actual or threatened proxy contest) which ifconsummated would constitute a Change in Control, or (iii) a directornominated by any Person who is the Beneficial Owner, directly or indirectly, ofsecurities of the Company representing 10% or more of the combined voting powerof the Company’s securities) whose election by the Board or nomination forelection by the Company’s stockholders was approved in advance by a vote of atleast two-thirds (2/3) of the directors then still in office who either weredirectors at the beginning of the period

 

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or whose election or nomination forelection was previously so approved, cease for any reason to constitute atleast a majority thereof;

 

(c)                                  any transaction (or series oftransactions) is consummated under which the Company is merged or consolidatedwith any other company, other than a merger or consolidation (i) whichwould result in the voting securities of the Company outstanding immediatelyprior thereto continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving entity) more than 662/3% of the combined voting power of the voting securities of the Company orsuch surviving entity outstanding immediately after such merger orconsolidation, and (ii) after which no Person holds 20% or more of thecombined voting power of the then outstanding securities of the Company or suchsurviving entity;

 

(d)                                 a sale or disposition by the Companyof all or substantially all of the Company’s assets is consummated or thestockholders of the Company approve a plan of complete liquidation of theCompany; or

 

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

 

1.6                                 “Code” shall mean the Internal Revenue Code of 1986, as amendedfrom time to time.

 

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1.7                                 “Committee” shall mean the the Human Resources Committee of the Board(the Compensation and Benefits Committee before January 1, 2007) or anysuccessor thereto.

 

1.8                                 “Company” shall mean IMS Health Incorporated.

 

1.9                                 “Designated Beneficiary”  shall mean one or more persons, estates orother entities, designated in accordance with such procedures as may bespecified by the Plan Administrator, that are entitled to receive benefitsunder the Plan upon the death of a Member and, in the absence of any suchdesignation, the Member’s estate.

 

1.10                           “Disability” shall mean with respect to anyMember, disability or disabled for purposes of the long-term disability plan ofthe Company or an Affiliated Employer pursuant to which long-term disabilitybenefits are payable to such Member.

 

1.11                           “Effective Date” shall mean July 1, 1998.  The Effective Date of this amendment andrestatement shall mean January 1, 2005.

 

1.12                           “ERISA”  shall mean the Employee Retirement IncomeSecurity Act of 1974, as amended.

 

1.13                           “Good Reason”  Ifa Member shall have terminated employment for “Good Reason” under the terms ofsuch Member’s Change in Control Agreement or employment agreement with theCompany, if any, then such Member shall be deemed to have terminated employmentfor “Good

 

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Reason” under this Plan.  Otherwise “Good Reason” shall mean, withoutthe Member’s express written consent, the occurrence of any of the followingcircumstances unless such circumstances are fully corrected prior to the dateof termination specified in the notice of termination given in respect thereof:

 

(a)                                  the assignment to the Member of anyduties inconsistent with the Member’s position in the Company, or an adversealteration in the nature or status of the Member’s responsibilities or theconditions of the Member’s employment;

 

(b)                                 a reduction by the Company in theMember’s annual base salary, target bonus or perquisites except foracross-the-board perquisite reductions similarly affecting all seniorexecutives of the Company and all senior executives of any Person, as such termis used for purposes of Sections 13(d) or 14(d) of the SecuritiesExchange Act of 1934, as amended, in control of the Company;

 

(c)                                  the relocation of the principalplace of the Member’s employment to a location more than 50 miles from thelocation of such place of employment; for this purpose, required travel on theCompany’s business will not constitute a relocation so long as the extent ofsuch travel is substantially consistent with the Member’s customary businesstravel obligations;

 

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(d)                                 the failure by the Company to pay tothe Member any portion of the Member’s compensation or to pay to the Member anyportion of an installment of deferred compensation under any deferredcompensation program of the Company within seven days of the date suchcompensation is due;

 

(e)                                  the failure by the Company tocontinue in effect any material compensation or benefit plan in which theMember participated unless an equitable arrangement (embodied in an ongoingsubstitute or alternative plan) has been made with respect to such plan, or thefailure by the Company to continue the Member’s participation therein (or insuch 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’sparticipation relative to other participants;

 

(f)                                    the failure of the Company to obtaina satisfactory agreement from any successor to the Company to fully assume theCompany’s obligations and to perform under this Plan, as contemplated in Section 6.9hereof;

 

(g)                                 with respect to any Member who is aparty to an employment agreement or a Change in Control Agreement, anypurported termination of such Member’s employment that is not effected pursuantto the notice provisions, if any, in such Member’s employment agreement orChange in Control Agreement.

 

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1.14                            “Member” shallmean an employee of the Company or an Affiliated Employer who becomes aparticipant in the Plan pursuant to Section 2.

 

1.15                           “Plan” shallmean this IMS Health Incorporated Retirement Excess Plan, as embodied herein,and any amendments thereto.

 

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

 

1.17                           “PotentialChange in Control”  Ifa “Potential Change in Control” shall have occurred or shall be deemed to haveoccurred under the terms of a Member’s Change in Control Agreement oremployment agreement with the Company, if any, then a “Potential Change inControl” 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 anagreement, the consummation of which would result in the occurrence of a Changein Control;

 

(b)                                 any Person (including the Company),as defined in Section 1.5(a) hereof, publicly announces an intentionto take or to consider taking actions which if consummated would constitute aChange in Control; or

 

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

 

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1.18                           “QualifiedPlan”  shall mean the IMS Health Incorporated RetirementPlan, as the same may be amended from time to time.

 

1.19                           “Regulations” shall mean proposed and final TreasuryRegulations, as the same may be amended from time to time.

 

1.20                           “RetirementBenefit” shall mean the benefit described in Section 3.1(a) hereof.

 

1.21                           “Separationfrom Service”  shall mean termination of employment with theCompany and any Affiliated Employer. Whether a Member has had a Separation from Service shall be determinedby the Plan Administrator on the basis of all relevant facts and circumstancesand with reference to Regulations Section 1.409A-1(h).

 

1.22                           “SpecifiedEmployee”  shall mean an employee who satisfies therequirements for being designated a “key employee” under Section 416(i)(1)(A)(i),(ii) or (iii) of the Code without regard to Section 416(i)(5) ofthe Code at any time during a calendar year, in which case such employee shallbe considered a Specified Employee for the twelve-month period beginning on thefirst day of the fourth month immediately following the end of such calendaryear.

 

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**SECTION 2****- PARTICIPATION**

 

2.1                                 Commencementof Participation. All participants in the Qualified Plan shall be Members in this Planwhenever their benefits under the Qualified Plan, as from time to time ineffect, are reduced by reason of the limitations imposed by Sections 401(a)(17)and 415 of the Code or the exclusion from the definition of compensation underthe Qualified Plan of amounts deferred under any nonqualified deferred compensationplan.

** **

**SECTION 3****- AMOUNT AND FORM OFBENEFITS**

 

3.1                                 RetirementBenefit

 

(a)                                  Retirement Benefit. The Company shall pay toeach Member (or such Member’s Designated Beneficiary) a benefit equal to theexcess of (i) over (ii), where:

 

(i)            equals the amount ofthe annual benefit that would be payable to the Member (or his or herDesignated Beneficary) under the Qualified Plan if the limitations imposed bySections 401(a)(17) and 415 of the Code and the exclusion from the definitionof compensation under the Qualified Plan of amounts deferred under anynonqualified deferred compensation plan did not apply; and

 

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(ii)           equals thesum of (A) the actual annual benefit payable to the Member (or his or herDesignated Beneficiary) from the Qualified Plan and (B) the annual benefitpayable to the Member (or his or her Designated Beneficiary) from the PensionBenefit Equalization Plan of The Dun & Bradstreet Corporation (as ineffect on October 31, 1996), as determined by the Company in accordancewith the methods and assumptions specified in Appendix B to this Plan.

 

For purposes ofthis Section 3.1, the annual benefit under the Qualified Plan shall bedetermined as a life annuity commencing on the Benefit Payment Date, calculatedin accordance with the assumptions provided in the Qualified Plan for purposesof determining the accrued benefit thereunder with respect to Benefit PaymentDates occurring on or after the Member’s attainment of age 55 and the assumptionsspecified in Appendix B for Benefit Payment Dates occurring before the Member’sattainment of age 55.

 

Notwithstandingthe foregoing, no benefits shall be payable hereunder unless the Member has anonforfeitable right to benefits under the Qualified Plan.

 

3.2                                 Timeand Form of Payment.

 

(a)                                  Until January 1, 2009, a Member’sRetirement Benefit shall be payable at the same time and in the same form asthe Member’s benefits under the Qualified Plan; however, if a Member shall havemade an election in

 

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accordance with Section 3.2(c) to receive his orher Retirement Benefit in the form of a lump sum, such Retirement Benefit shallbe paid in a lump sum at the same time as the Member’s benefits under theQualified Plan.

 

(b)                                 Effective January 1, 2009, aMember’s Retirement Benefit shall automatically be paid in the form of a lumpsum in the payroll period next following the payroll period in which occurs thelater of:  (i) the Member’sattainment of age 55; or (ii) the Member’s Separation from Service.

 

(c)                                  Notwithstanding Section 3.2(a),any lump sum election made in accordance with the terms of the Plan in effectprior to January 1, 2005 shall continue to be effective with respect to aRetirement Benefit or Deferred Vested Benefit payable before January 1,2009. In addition, a Member (i) who accrues a Retirement Benefit withrespect to periods prior to January 1, 2009, and (ii) to whomdistributions have not commenced, shall be permitted to elect, on or before December 31,2008, on forms to be provided by the Plan Administrator, whether payment of theRetirement Benefit to which such Member may become entitled shall be paid in alump sum provided that with respect to an election made in  2005, 2006, 2007 or 2008, the election mayapply only to Retirement Benefits that would not otherwise be payable in thecalendar year in which the election is made and may not cause a RetirementBenefit to be paid in such calendar year that would not otherwise be payable insuch calendar year.

 

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(d)                                 Thelump sum payment of a Member’s Retirement Benefit shall equal the present valueof such benefit, and such present value shall be determined on the basisof:  (i) a discount rate equal to85% 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 areunavailable, such proxy for the same as the Plan Administrator may reasonablyselect) as of the close of business on the last business day of each of thethree months immediately preceding the Benefit Payment Date, and (ii) the1983 Group Annuity Mortality Table.

 

(e)                                  Anythingin this Plan to the contrary notwithstanding, payment to any Specified Employee upon Separation fromService shall not be made before the date that is six months after the date ofSeparation from Service (or, if earlier, the date of death of such SpecifiedEmployee). Any payment due within such six-month period will be adjusted to reflectthe deferred payment date by multiplying the payment by the product of thesix-month CMT Treasury Bill annualized yield rate as published by the U.S.Treasury for the date on which such payment would have been made but for thedelay multiplied by a fraction, the numerator of which is the number of days bywhich such payment was delayed and the denominator of which is 365. Theadjusted lump sum payment shall be made at the beginning of the seventh monthfollowing the Member’s Separation from Service. The six-month delay in payment described herein shall not apply,

 

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however, to any payment made underthe circumstances described in Section 3.2(f).

 

(f)            The precedingprovisions of this Section 3.2 to the contrary notwithstanding, a paymentto or on behalf of a Member shall be accelerated under each of the followingcircumstances:

 

(i)            ifpayment is required to be made to an individual other than the Member tofulfill a domestic relations order as defined in Section 414(p)(1)(B) ofthe Code;

 

(ii)           to theextent that payment is reasonably necessary to avoid the violation of anapplicable Federal, state, local or foreign ethics law or conflicts of interestlaw as provided in Regulations Section 1.409A-3(j)(4)(iii); or

 

(iii)          ifall or a portion of the Retirement Benefit payable to a Member  or Designated Beneficiary constitutes taxableincome to such Member or Designated Beneficiary for any taxable year that isprior to the taxable year in which such Retirement Benefit is to be paid tosuch Member or Designated Beneficiary as a result of the Plan’s failure tocomply with the requirements of Section 409A of the Code and theRegulations thereunder, the Retirement Benefit shall be immediately paid tosuch Member or Designated Beneficiary to the extent that such RetirementBenefit is required to be included in income. As provided in Section 6.8, the

 

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Company shall reimburse such Member or Designated Beneficiary on afully grossed-up and after-tax basis for any tax penalty or interest payable inconnection with such income inclusion (so that the recipient of such reimbursement is heldeconomically harmless).

 

(g)                                 Theprovisions of this Section 3.2 to the contrary notwithstanding, a paymentto a Member (or his or her Designated Beneficiary) may be delayed to a dateafter the designated Benefit Payment Date if calculation of the amount of thepayment is not administratively practicable due to events beyond the control ofthe Member (or his or her Designated Beneficiary) and such delay is for reasonsthat are commercially reasonable, provided that payment is made as soon aspayment is administratively practicable. Any payment delayedpursuant to this Section 3.2(g) will be adjusted to reflect thedeferred payment date by multiplying the payment by the product of thesix-month CMT Treasury Bill annualized yield rate as published by the U.S.Treasury for the date on which such payment would have been made but for thedelay multiplied by a fraction, the numerator of which is the number of days bywhich such payment was delayed and the denominator of which is 365.

 

3.3           Nonpayment ofBenefits. Subject to Section 3.6 hereof, no benefits shall be paid to aMember or Designated Beneficiary if the Member has:

 

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(a)                                  become a stockholder (unless suchstock is listed on a national securities exchange or traded on a daily basis inthe over-the-counter market and the Member’s ownership interest is not inexcess 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 employeeof or a consultant to a partnership or any other business or firm, whichcompetes with any of the businesses identified in the Company’s EmployeeProtection Plan, or such Member accepts any form of compensation from suchcompeting entity;

 

(b)                                 been discharged from employment withthe Company or any Affiliated Employer for Cause;

 

(c)                                  failed to retain in confidence anyand all confidential information concerning the Company or any AffiliatedEmployer and its respective business which was known or became known to theMember, except as otherwise required by law and except information (i) ascertainableor obtained from public information, (ii) received by the Member at anytime after the Member’s Separation from Service, from a third party notemployed by or otherwise affiliated with the Company or any AffiliatedEmployer, or (iii) which was or became known to the public by any meansother than a breach of this Section 3.3; or

 

(d)                                 made disparaging comments about theCompany or any Affiliated Employer in any communications, written or oral, withany individual, company, government body or agency or any other entitywhatsoever.  For

 

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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, thatwould tend to lessen the standing or stature of the Company or any Affiliated Employer in the eyes of a customer, aprospective customer, a shareholder or a prospective shareholder.

 

3.4                                 Notificationof Nonpayment of Benefits. Subject to Section 3.6 hereof, in any case described in Section 3.3,the Member or Designated Beneficiary shall be given prior written notice thatno benefits will be paid to such Member or Designated Beneficiary and shall beprovided an opportunity to be heard prior to any such nonpayment ofbenefits.  Such written notice shallspecify the particular act(s), or failures to act, and the basis on which thedecision not to pay his or her benefits has been made.

 

3.5           Repayment ofBenefits. Subject to Section 3.6 hereof, aMember who is paid his or her Retirement Benefit, shall receive such RetirementBenefit  subject to the condition that ifsuch Member engages in any of the acts described in Section 3.3, then suchMember shall, within 60 days after written notice by the Company specifying theparticular act(s), or failures to act, and the basis on which the decision torecover such Retirement Benefit has been made, repay to the Company the entireamount of the Retirement Benefit previously paid to such Member.

 

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 3.6                              Change in Control.

 

(a)                               Anything in this Plan to thecontrary notwithstanding:

 

(i)                                     Any Member, whose employment withthe Company or an Affiliated Employer is involuntarily terminated by theCompany or an Affiliated Employer at or within two years following a Change inControl for a reason other than Cause or whose employment is voluntarilyterminated by the Member with Good Reason at or within two years following aChange in Control shall be deemed to have a nonforfeitable right to his or herRetirement Benefit under this Plan and the time of payment of such RetirementBenefit under Section 3.2 shall be determined without regard to whetherthe Member has attained age 55.

 

(ii)                                  In the event of a Potential Changein Control or Change in Control, the Company shall, not later than 15 daysthereafter, have established one or more so-called “rabbi” trusts and shalldeposit therein cash in an amount sufficient to provide for full payment of allpotential benefits payable under the Plan at or following a Change in Control;provided, however, that nosuch deposit shall be made if it would cause a violation of the fundinglimitations of Section 409A(b)(3) of the Code.  Such rabbi trust(s) shall be irrevocableand shall provide that the Company may not, directly or indirectly, use orrecover any assets of the trust(s) until such time as all obligationswhich potentially could arise hereunder have been settled and paid in full,subject only to the claims of 

 

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creditors of the Company in theevent of insolvency or bankruptcy of the Company; provided, however, that if noChange in Control has occurred within two years after such Potential Change inControl, such rabbi trust(s) shall at the end of such two-year periodbecome revocable and may thereafter be revoked by the Company.

 

(iii)          The provisions of Sections 3.3 through 3.5 shall be of noforce or effect with respect to Members who have a Separation fromService for the reasonsdescribed in Section 3.6(a)(i) within a two-year period following aChange in Control.

 

**SECTION 4- DEATH BENEFITS**

 

 4.1                              Death Prior to Benefit Payment. Until January 1, 2009, if a Member who is vested in his orher benefit under the Qualified Plan dies prior to his or Benefit Payment Dateunder this Plan, such Member’s Designated Beneficiary shall be paid the benefitprovided in Section 3.1(a) in the same form and at the same time asprovided under the Qualified Plan unless such Member shall have made a lump sumelection as provided in Section 3.2(c) in which case such benefitshall be payable to the Member’s Designated Beneficiary in the form of a lump sumas provided in such election. From and after January 1, 2009, if a Memberwho is vested in his or her benefit under the Qualified Plan dies prior to hisor her Benefit Payment Date under this Plan, such Member’s DesignatedBeneficiary shall be paid the benefit provided in Section 3.1(a) inthe form of a lump 

 

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sum. The amount of any lump sum payment shall be determined using theactuarial assumptions set forth in Section 3.2(d). Payment of such benefit upon the death of a Member shallbe made on the first day of the month next following the month in which theMember’s death occurs.

 

 4.2                              Death On or After Benefit Payment . No benefit shall be payable to theDesignated Beneficiary of a Member whose Retirement Benefit was paid orcommenced prior to his or her death except to the extent that such RetirementBenefit commenced to be paid prior to January 1, 2009 in the form of anannuity that included survivor benefits, in which case the survivor benefitsshall be payable in accordance with such annuity.

 

**SECTION 5 -PLAN ADMINISTRATOR**

 

 5.1                              Duties and Authority. The Plan Administrator shall be responsible for the administration ofthe Plan and may delegate to any management committee, employee, director oragent its responsibility to perform any act hereunder, including, withoutlimitation, those matters involving the exercise of discretion; provided, thatsuch delegation shall be subject to revocation at any time at the PlanAdministrator’s discretion.  The PlanAdministrator shall have the sole discretion to determine all questions arisingin connection with the Plan, to interpret the provisions of the Plan and toconstrue all of its terms, to adopt, amend, and rescind rules andregulations for the administration of the Plan, and generally to conduct andadminister the Plan and to make all determinations in connection with the 

 

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Plan as may be necessary or advisable.  All such actions of the Plan Administratorshall be conclusive and binding upon all Members, Designated Beneficiaries andother persons.

 

 5.2                              Presentation of Claims.  Claims for benefits shall be filed in writingwith the Plan Administrator.  Written orelectronic notice of the disposition of a claim shall be furnished to theclaimant within 90 days after the claim is filed (or within 180 days if specialcircumstances require an extension of time for processing the claim and ifnotice of such extension and circumstances is provided to the claimant withinthe initial 90-day period.)

 

 5.3                              Claims Denial Notification.  If a claim is wholly or partially denied, thePlan Administrator shall furnish to the claimant a written notice setting forthin a manner calculated to be understood by the claimant:

 

(a)                                  thespecific reason(s) for denial;

 

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

 

(c)                                  adescription of any additional material or information necessary for theclaimant to perfect the claim, and an explanation of why such material orinformation is necessary;

 

(d)                                 anexplanation of the Plan’s claims review procedures and the applicable timelimits for such procedures; and

 

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(e)                                  astatement that the claimant has aright to bring a civil action under Section 502(a) of ERISA followingan adverse determination on review.

 

5.4                                 ClaimsReview Procedure.  Upon a denial, theclaimant is entitled (either in person or by his duly authorizedrepresentative) to:

 

(a)                                  request a subsequent review of the claim by thePlan Administrator upon written application for review made to the PlanAdministrator.  In the case of a denialas to which written notice of denial has been given to the claimant, any suchrequest for review of the claim must be made within 60 days after receipt bythe claimant of such notice.  A claimantmust submit a written application for review before the claimant is permittedto bring a civil action for benefits;

 

(b)                                 review pertinent documents relating to thedenial; and

 

(c)                                  submitwritten comments, documents, records and other information relating to theclaim.

 

5.5                                 Timing.  The Plan Administrator shall make itsdecision and notify the claimant with respect to a claim not later than 60 daysafter receipt of the request.  Such60-day period may be extended for another period of 60 days if the PlanAdministrator finds that special circumstances require an extension of time forprocessing and notice of the extension and special circumstances is provided tothe claimant within the initial 60-day period.

 

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 5.6                              Final Decision.  The claim for review shall be given a fulland fair review that takes into account all comments, documents, records andother information submitted that relates to the claim, without regard towhether such information was submitted or considered in the initial benefitdetermination.  The Plan Administratorshall provide the claimant with written or electronic notice of the decision ina manner calculated to be understood by the claimant.  The notice shall include specific reasons forthe decision, specific references to the pertinent Plan provisions on which thedecision is based, a statement that the claimant has a right to bring a civilaction under Section 502(a) of ERISA, and a statement that theclaimant is entitled to receive, upon request and free of charge, reasonableaccess to and copies of all documents, records and other information relevantto the claim.  A document is relevant tothe claim if it was relied upon in making the determination, was submitted,considered or generated in the course of making the determination ordemonstrates that benefit determinations are made in accordance with the Planand that Plan provisions have been applied consistently with respect tosimilarly situated claimants.

 

 5.7                               Delayed Payments.  If the Plan Administrator shall approve the paymentof a claim for benefits filed in accordance with the claims procedures setforth hereinabove, any payment delayed pending the resolution of such claimwill be adjusted to reflect the deferred payment date by multiplying thepayment by the product of the six-month CMT Treasury Bill 

 

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annualized yieldrate as published by the U.S. Treasury for the date on which such payment wouldhave been made but for the delay multiplied by a fraction, the numerator ofwhich is the number of days by which such payment was delayed and thedenominator of which is 365.

 

**SECTION 6-MISCELLANEOUS**

 

 6.1                             Amendment;Suspension.  The Board, may, in its sole discretionsuspend or amend this Plan at any time or from time to time, in whole or inpart and the Employee Benefits Committee of the Company may amend the Planwithout the approval of the Board with respect to amendments that suchCommittee determines do not have a significant effect on the cost of the Plan;provided, however, that no such suspension or amendment of the Plan may (a) adverselyaffect a Member’s benefit under the Plan to which he or she has become entitledin accordance with the Plan as in effect on the date immediately preceding thedate of such suspension or amendment, or (b) adversely affect a Member’sright or the right of a Designated Beneficiary to receive a benefit inaccordance with the Plan as in effect on the date immediately preceding thedate of such suspension or amendment, or (c) cause any payment thata Member or Designated Beneficiary is entitled to receive under this Plan tobecome subject to an income tax penalty or interest payable under Section 409Aof the Code.

 

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 6.2                              Termination This Plan may be terminatedand lump sum distributions made to Members (or their Designated Beneficiaries)of their Retirement Benefits hereunder only in accordance with one of thefollowing methods:

 

(a)                                  within twelve months of adissolution of the Company taxed under Section 331 of the Code, or withthe approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1(A),provided that Members’ Retirement Benefits are included in their gross incomesin the latest of :  (i) the calendaryear in which the Plan termination and liquidation occurs; or (ii) thefirst calendar year in which the payment is administratively practicable;

 

(b)                                 within the thirty days preceding orthe twelve months following a change in control as defined in Regulations Section 1.409A-2(g)(4)(i),provided that all agreements, methods, programs, and other arrangementssponsored by the service recipient, as defined in Regulations Section 1.409A-1(g),immediately after the time of the change in control event with respect to whichdeferrals of compensation are treated as having been deferred under a singleplan under Regulations Section 1.409A-1(c)(2) are terminated andliquidated with respect to each participant who experienced the change incontrol event, so that under the terms of the termination and liquidation allsuch participants are required to receive all amounts of compensation deferredunder the terminated agreements, methods, programs, and other arrangementswithin twelve months of the date the service recipient irrevocably takes all necessaryaction to terminate and liquidate the agreements, methods, programs, and otherarrangements, provided that the 

 

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service recipientwith the discretion to liquidate and terminate the agreements, methods,programs, and other arrangements is the service recipient that is primarilyliable immediately after the transaction for the payment of the deferredcompensation;

 

(c)                                  (i) the termination andliquidation does not occur proximate to a downturn in the financial health ofthe Company; (ii) all arrangements sponsored by the Company that would beaggregated with any terminated arrangement under Regulations Section 1.409A-1(c) ifthe same Member participated in all of the arrangements are terminated; (iii) nopayments other than payments that would be payable under the terms of thearrangements if the termination had not occurred are made within twelve monthsof the date the Company takes all necessary action to irrevocably terminate andliquidate the arrangements; (iv) all payments are made within twenty-fourmonths of the date the Company takes all necessary action to irrevocablyterminate and liquidate the arrangements; and (v) the Company does notadopt a new arrangement that would be aggregated with any terminatedarrangement under Regulations Section 1.409A-1(c) if the same Memberparticipated in both arrangements, at any time within three years following thedate the Company takes all necessary action to irrevocably terminate andliquidate the arrangements; or

 

 (d)                              such other events and conditions asthe Internal Revenue Service may prescribe.

 

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Anything in this Section 6.2 to the contrarynotwithstanding, no such termination of the Plan may (a) adversely affecta Member’s benefit under the Plan to which he or she has become entitled inaccordance with the Plan as in effect on the date immediately preceding thedate of such termination, or (b) adversely affect a Member’s right or theright of a Designated Beneficiary to receive a benefit in accordance with thePlan as in effect on the date immediately preceding the date of suchtermination, or (c) cause any payment that a Member or DesignatedBeneficiary is entitled to receive under this Plan to become subject to anincome tax penalty or interest payable under Section 409A of the Code.

 

 6.3                              NoEmployment Rights.  Nothing contained herein will confer upon anyMember the right to be retained in the service of the Company or any AffiliatedEmployer, nor will it interfere with the right of the Company or any AffiliatedEmployer to discharge or otherwise deal with Members with respect to matters ofemployment.

 

 6.4                              UnfundedStatus.  Members shall have the status of generalunsecured creditors of the Company, and this Plan constitutes a mere promise bythe 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 purposesand for purposes of Title I of ERISA and any trust created by the Company andany assets held by such trust to assist the Company in meeting its obligationsunder the Plan shall meet the requirements necessary to retain such unfundedstatus.

 

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 6.5                              Arbitration.  Any dispute or controversy arising under orin connection with the Plan shall be settled exclusively by arbitration inFairfield, Connecticut in accordance with the rules of the AmericanArbitration Association in effect at the time of such arbitration.  The Company shall promptly pay or reimburseon a fully grossed-up and after-tax basis (so that the recipient of suchreimbursement is held economically harmless) all reasonable costs and expenses(including fees and disbursements of counsel and pension experts) incurred by aMember or Designated Beneficiary to assert rights under this Plan for so longas such rights may exist or in any proceeding in connection therewith broughtby a Member or Designated Beneficiary, whether or not such Member or DesignatedBeneficiary is ultimately successful in enforcing such rights or in suchproceeding; provided, however, that no reimbursement shall be owed with respectto expenses relating to any unsuccessful assertion of rights or proceeding ifand to the extent that such assertion or proceeding was initiated or maintainedin bad faith or was frivolous as determined by the arbitrators or a courthaving jurisdiction over the matter.  Theamount of expense eligible for reimbursement in any one taxable year of theMember or Designated Beneficiary shall not affect the amount of expenseeligible for reimbursement in any other taxable year of the Member orDesignated Beneficiary.  Thereimbursement of expenses shall be made each calendar quarter and not laterthan the last day of the taxable year of the Member or Designated Beneficiaryin which the expense was incurred.  Theright to 

 

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reimbursement of any expense underthis Section 6.5 shall not be subject to liquidation or exchange foranother benefit.

 

 6.6                              No Alienation.  Except as otherwise provided in Section 3.2(f)(i),a Member’s right to benefit payments under the Plan shall not be subject in anymanner to anticipation, alienation, sale, transfer, assignment, pledge,encumbrance, attachment or garnishment by creditors of such Member or his orher Designated Beneficiary.

 

 6.7                              Withholding.  The Company may withhold from any benefitunder the Plan an amount sufficient to satisfy its tax withholding obligations.

 

 6.8                              Governing Law.  The Plan shall be governed by and construedin accordance with the laws of the State of Connecticut applicable to contractsmade and to be performed in such state to the extent not preempted by federallaw. Anything in this Plan to the contrary notwithstanding, the terms of thisPlan shall be interpreted and applied in a manner consistent with therequirements of Section 409A of the Code and the Regulations thereunder soas not to subject any Member or Designated Beneficiary to the payment of anytax penalty or interest which may be imposed by Section 409A of the Codeand the Company shall have no right to accelerate or make any payment underthis Plan except to the extent such action would not subject any Member orDesignated Beneficiary to the payment of any tax penalty or interest under Section 409Aof the Code. If a Member or Designated Beneficiary becomes 

 

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subject to any tax penalty or interest under Section 409Aof the Code by reason of his or her participation in this Plan, the Companyshall reimburse such Member or Designated Beneficiary, as the case may be, on afully grossed-up and after-tax basis for any such tax penalty or interest (sothat the recipient of such reimbursement is held economically harmless) tenbusiness days prior to the date such tax penalty or interest is due and payableby such Member or Designated Beneficiary to the government.

 

 6.9                              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 toexpressly assume and agree to perform the obligations of the Company under thisPlan in the same manner and to the same extent that the Company would have beenrequired to perform such obligations if no such succession had taken place andsuch assumption shall be an express condition to the consummation of any suchpurchase, merger, consolidation or other transaction.

 

 6.10                        Integration.  In the event of any conflict or ambiguitybetween this Plan and the terms of any employment agreement between a Memberand the Company or any Change in Control Agreement between a Member and theCompany (this Plan and any such employment agreement or Change in ControlAgreement being collectively referred to herein as the “arrangements”), suchconflict or ambiguity shall be resolved in 

 

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accordance with the terms of that arrangement which aremost beneficial to the Member; provided, however, that no such resolution ofany such conflict or ambiguity shall operate to cause the Member to receiveduplicate payments or benefits under the arrangements.

 

 
|   | IMS Health Incorporated                   |
|--------|-------------------------------------------|
|   |                                      |
|   |                                      |
|   | By:                                       |   |
|   |                                      |   |
|   | Senior Vice President,  Human Resources,  |
|   | on behalf of the IMS  Health Incorporated |
|   | Employee Benefits  Committee              |
|   |                                      |   |
|   | Date:                                     |   |
|        |                                           |  |  |

 

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**Appendix A**

** **

David R. Carlucci 

 

Robert H. Steinfeld 

 

David M. Thomas 

 

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**Appendix B**

** **

The benefits payable fromthe Pension Benefit Equalization Plan of the Dun & BradstreetCorporation (the “Excess Plan”) to Members of this Plan shall be determined asthe benefit accrued by the Member under the Excess Plan as of December 31,1996, calculated on the assumption that such benefit is payable monthly in theform of a single life annuity commencing on the first day of the monthcoincident with or next following the date the Member attains age 55 andcomputed on the basis of the mortality rates shown in Appendix C of this Planand 6.75% interest.

 

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**APPENDIXC**

** **

MORTALITY RATES

 

| **Age** | ** ** | **Participant** | ** ** | **Beneficiary** | ** ** |
|---------|------------|-----------------|------------|-----------------|------------|
| 25      |       | .000581         |       | .000470         |       |
| 26      |       | .000610         |       | .000497         |       |
| 27      |       | .000644         |       | .000526         |       |
| 28      |       | .000681         |       | .000557         |       |
| 29      |       | .000720         |       | .000591         |       |
| 30      |       | .000763         |       | .000629         |       |
| 31      |       | .000811         |       | .000669         |       |
| 32      |       | .000866         |       | .000714         |       |
| 33      |       | .000923         |       | .000762         |       |
| 34      |       | .000988         |       | .000814         |       |
| 35      |       | .001059         |       | .000873         |       |
| 36      |       | .001136         |       | .000936         |       |
| 37      |       | .001223         |       | .001077         |       |
| 38      |       | .001318         |       | .001084         |       |
| 39      |       | .001423         |       | .001168         |       |
| 40      |       | .001539         |       | .001261         |       |
| 41      |       | .001682         |       | .001369         |       |
| 42      |       | .001869         |       | .001497         |       |
| 43      |       | .002097         |       | .001647         |       |
| 44      |       | .002364         |       | .001815         |       |
| 45      |       | .002670         |       | .002005         |       |
| 46      |       | .003011         |       | .002216         |       |
| 47      |       | .003388         |       | .002449         |       |
| 48      |       | .003797         |       | .002705         |       |
| 49      |       | .004241         |       | .002983         |       |
| 50      |       | .004717         |       | .003289         |       |
| 51      |       | .005216         |       | .003594         |       |
| 52      |       | .005746         |       | .003926         |       |
| 53      |       | .006310         |       | .004288         |       |
| 54      |       | .006907         |       | .004683         |       |
| 55      |       | .007538         |       | .005112         |       |
| 56      |       | .008206         |       | .005588         |       |
| 57      |       | .008916         |       | .006123         |       |
| 58      |       | .009679         |       | .006729         |       |
| 59      |       | .010510         |       | .007415         |       |
| 60      |       | .011426         |       | .008190         |       |
| 61      |       | .012449         |       | .009063         |       |
| 62      |       | .013608         |       | .010042         |       |
| 63      |       | .014928         |       | .011131         |       |
| 64      |       | .016449         |       | .012338         |       |
| 65      |       | .018207         |       | .013671         |       |
| 66      |       | .020245         |       | .015129         |       |
| 67      |       | .022388         |       | .016662         |       |

 

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| **Age** | ** ** | **Participant** |   | **Beneficiary** |   |
|---------|------------|-----------------|--------|-----------------|--------|
| 68      |       | .024559         |   | .018359         |   |
| 69      |       | .026871         |   | .020335         |   |
| 70      |       | .029559         |   | .022766         |   |
| 71      |       | .032952         |   | .025919         |   |
| 72      |       | .036762         |   | .029529         |   |
| 73      |       | .040907         |   | .033496         |   |
| 74      |       | .045427         |   | .037808         |   |
| 75      |       | .050298         |   | .042428         |   |
| 76      |       | .055809         |   | .047551         |   |
| 77      |       | .062080         |   | .053217         |   |
| 78      |       | .069068         |   | .059419         |   |
| 79      |       | .076746         |   | .066162         |   |
| 80      |       | .084955         |   | .073330         |   |
| 81      |       | .093582         |   | .080901         |   |
| 82      |       | .102603         |   | .088868         |   |
| 83      |       | .111984         |   | .097236         |   |
| 84      |       | .121754         |   | .106074         |   |
| 85      |       | .131910         |   | .115436         |   |
| 86      |       | .142522         |   | .125403         |   |
| 87      |       | .153693         |   | .136075         |   |
| 88      |       | .165518         |   | .147557         |   |
| 89      |       | .178093         |   | .159954         |   |
| 90      |       | .191529         |   | .173397         |   |
| 91      |       | .203702         |   | .185997         |   |
| 92      |       | .216646         |   | .199614         |   |
| 93      |       | .230478         |   | .214387         |   |
| 94      |       | .245331         |   | .230463         |   |
| 95      |       | .261353         |   | .248008         |   |
| 96      |       | .278704         |   | .267202         |   |
| 97      |       | .297562         |   | .288242         |   |
| 98      |       | .318124         |   | .311344         |   |
| 99      |       | .340598         |   | .336741         |   |
| 100     |       | .365204         |   | .364688         |   |
| 101     |       | .392179         |   | .395460         |   |
| 102     |       | .421772         |   | .429358         |   |
| 103     |       | .455805         |   | .467222         |   |
| 104     |       | .496440         |   | .510917         |   |
| 105     |       | .545840         |   | .562310         |   |
| 106     |       | .606167         |   | .623265         |   |
| 107     |       | .679585         |   | .695646         |   |
| 108     |       | .768255         |   | .781319         |   |
| 109     |       | .874340         |   | .882150         |   |
| 110     |       | .999999         |   | .999999         |   |

 

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