**Exhibit10.2**

 

**First Amendment to theIMS Health Incorporated Supplemental Executive Retirement Plan**

 

The IMS HealthIncorporated Supplemental Executive Retirement Plan (the “Plan”) is amendedeffective April 17, 2001, except as otherwise provided herein, as follows:

 

1.                                       Section1.35 of the Plan is deleted.

 

2.                                       Section1.1 of the Plan is amended to read in its entirety as follows:

 

“1.1                           “ActuarialEquivalent Value” shall mean a benefit of equivalent value computed on thebasis of the mortality table and interest rate used to calculate accruedbenefits under the Basic Plan; provided, however, that for purposes ofdetermining the Actuarial Equivalent Value of the amount described in Section1.25(a) for Members or Vested Former Members who participated in the Predecessorto this Plan, the foregoing assumptions or the assumptions used in thePredecessor to this Plan shall be used, whichever produces the greater benefitfor the Member or the Vested Former Member.”

 

3.                                       Thefirst paragraph of Section 1.9 of the Plan is amended to read in its entiretyas follows:

 

“1.9                           “Cause”.A Member shall not be deemed to have been terminated for “Cause” under thisPlan unless such Member shall have been terminated for “Cause” under the termsof such Member’s employment agreement or Change in Control Agreement with theCompany, if any.  If no such employmentagreement 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.                                       Thefollowing new Section 1.10 is added to the Plan and subsequent sections of thePlan are renumbered accordingly:

 

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

 

5.                                       Thefirst paragraph of Section 1.11 of the Plan is amended to read in its entiretyas follows:

 

“1.11                     “Change inControl”  If a “Change in Control”shall have occurred or shall be deemed to have occurred under the terms of aMember’s or Vested Former Member’s Change in Control Agreement or employmentagreement with the Company, if any, then a “Change in Control” shall be

 

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deemed to have occurredunder this Plan. Otherwise a “Change in Control” shall be deemed to haveoccurred if:”

 

6.                                       Thefirst 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, ineach case prior to reductions for elective contributions under Sections 401(k),125 and 132(f)(4) of the Code and deferred compensation under any nonqualifieddeferred compensation plan.”

 

7.                                       Thefirst paragraph of Section 1.22 of the Plan is amended to read in its entiretyas follows:

 

“1.22                     “GoodReason”  If a Member shall haveterminated employment for “Good Reason” under the terms of such Member’s Changein Control Agreement or employment agreement with the Company, if any, thensuch Member shall be deemed to have terminated employment for “Good Reason”under this Plan.  Otherwise “GoodReason” shall mean, without the Member’s express written consent, theoccurrence of any of the following circumstances unless such circumstances arefully corrected prior to the date of termination specified in the notice oftermination given in respect thereof:”

 

8.                                       Section1.22(g) of the Plan is amended to read in its entirety as follows:

 

“(g)                           withrespect to any Member who is a party to an employment agreement or a Change inControl Agreement, any purported termination of such Member’s employment thatis not effected pursuant to the notice provisions, if any, in such Member’semployment agreement or Change in Control Agreement.”

 

9.                                       Section1.23 of the Plan is amended to read in its entirety as follows:

 

“1.23                     “Lump SumElection” shall mean an election to receive all or a portion of thebenefits payable hereunder in a lump sum pursuant to Section 3.4 hereof.”

 

10.                                 Thefollowing new Section 1.28 is added to the Plan and subsequent sections arerenumbered accordingly:

 

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

 

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11.                                 Section1.29(b) of the Plan is amended to read in its entirety as follows:

 

“(b)                           anyPerson (including the Company), as defined in Section 1.11(a) hereof, publiclyannounces an intention to take or to consider taking actions which ifconsummated would constitute a Change in Control; or”

 

12.                                 Section1.31 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 employmentwith the Company or an Affiliated Employer other than by reason of death orDisability (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 VestedFormer Member, the later of the cessation of the payment of such DisabilityBenefits or the Member’s or Vested Former Member’s attainment of age 55.  In determining whether age 55 has beenattained under clause (a) of this definition, there shall be included as yearsof age the number of additional years credited as “age” for purposes of thePlan to the Member or Vested Former Member under this Plan, a then-effectiveemployment agreement between the Company and such person, a then-effectiveChange in Control Agreement between the Company and such person, or otherwiseapproved in writing by the CEO.”

 

13.                                 Section1.33 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 suchservice prior to the date such individual becomes a Member but not includingany such service after participation hereunder terminates), except that (i)Service will also include that period of time during which the Member isreceiving Disability Benefits under this Plan; (ii) if a Member was employed bya company acquired by the Company or an Affiliated Employer after the EffectiveDate, such Member’s service with that company prior to the date of acquisitionwill not constitute Service hereunder unless otherwise approved in writing bythe CEO; (iii) upon commencement of participation hereunder in accordance withSection 2.1 hereof, the CEO may limit any service otherwise to constituteService hereunder with respect to periods prior to the date of participation inthe Plan; and (iv) no service of a Former Member or Vested Former Member duringany period after removal from participation under Section 2.2 shall constituteService for purposes of the Plan. The foregoing notwithstanding, there shall beincluded as Service for all purposes under the Plan the number of additionalyears (or other additional period) credited as “service” for purposes of thePlan to the Member or Former Member or Vested Former Member under this Plan, anemployment agreement between the Company or an Affiliated Employer

 

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and such person or aChange in Control Agreement in effect at the time of such person’s terminationof employment, or otherwise approved in writing by the CEO.”

 

14.                                 Section2.1 of the Plan is amended to read in its entirety as follows:

 

“2.1                           Commencementof Participation. Such key executives of the Corporation and its AffiliatedEmployers as are designated by the CEO in writing and, in the case of officersof the Company or its Affiliated Employers, approved by the Compensation andBenefits Committee of the Board, shall participate in the Plan as of a datedetermined by the CEO.”

 

15.                                 Section2.2 of the Plan is amended to read in its entirety as follows:

 

“2.2                           Terminationof Participation.  A Member’sparticipation in the Plan shall terminate upon termination of his or heremployment with the Company or any Affiliated Employer. Prior to termination ofemployment, a Member may be removed, upon written notice by the CEO, and, inthe case of officers of the Company or its Affiliated Employers, as approved bythe Compensation and Benefits Committee of the Board, from furtherparticipation in the Plan. As of the date of termination or removal, no furtherbenefits shall accrue to such individual hereunder.”

 

16.                                 Section3.3(a) of the Plan is amended to read in its entirety as follows:

 

“(a)                            Exceptas provided under Section 3.3(b) or Section 3.3(c), the Retirement Benefit orDeferred Vested Benefit under this Plan, as the case may be, shall be payablein monthly installments in the form of a straight life annuity and withoutregard to any optional form of benefits elected under the Basic Plan.  Payments shall commence as of the first dayof the calendar month coinciding with or next following (i) the earlier of thedate the Member or Vested Former Member attains age 65 or the date of theMember’s or Vested Former Member’s Retirement, in the case of RetirementBenefits or (ii) the later of the date the Member or Vested Former Memberattains age 55 or terminates employment, in the case of Deferred VestedBenefits, and shall commence to be paid on such date or as soon asadministratively practicable thereafter, with interest as determined by thePlan Administrator for any delay in payment.”

 

17.                                 Section3.3(b) of the Plan is amended to read in its entirety as follows:

 

“(b)                           If aMember or Vested Former Member has made a Lump Sum Election pursuant to Section3.4 and such Lump Sum Election becomes effective (i) prior to the date of suchMember’s or Vested Former Member’s Retirement or termination of employment withthe Company or an Affiliated Employer and (ii) while he or she was still aMember, the

 

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Retirement Benefit, orDeferred Vested Benefit under this Plan, as the case may be, shall be payablein the form or combination of forms of payment elected pursuant to such LumpSum Election under Section 3.4 and without regard to any optional form ofbenefits elected under the Basic Plan. Any portion of the benefits hereunder payable in a lump sum shall bepaid within 60 days following (i) the earlier of the date the Member or VestedFormer Member attains age 65 or the date of the Member’s or Vested FormerMember’s Retirement, in the case of Retirement Benefits or (ii) the later ofthe date the Member or Vested Former Member attains age 55 or terminatesemployment, in the case of Deferred Vested Benefits.”

 

18.                                 Section3.4(a) of the Plan is amended to read in its entirety as follows:

 

“(a)                            AMember or Vested Former Member may elect to receive all, none, or a specifiedportion, as provided in Section 3.4(c), of his or her Retirement Benefit orDeferred Vested Benefit under the Plan as a lump sum and to receive any balanceof such benefit in the form of an annuity; provided that any such Lump SumElection shall be effective for purposes of this Plan only if the conditions ofSection 3.4(b) are satisfied. Effective January 1, 2003, a Lump Sum Electionmade by a Member or Vested Former Member in accordance with the terms of anyplan maintained by the Company described in Section 201(2) of ERISA shall beeffective with respect to this Plan.  AMember or Vested Former Member may elect a payment form different than thepayment form previously elected by him or her under this Section 3.4(a) byfiling a revised election form; provided that any such new election shall beeffective only if the conditions of Section 3.4(b) are satisfied with respectto such new election.  Any prior LumpSum Election made by a Member that has satisfied the conditions of Section3.4(b) shall remain effective for purposes of the Plan until such Member hasmade a new election satisfying the conditions of Section 3.4(b).  The amount of any portion of a Member’s or aVested Former Member’s Retirement Benefit or Deferred Vested Benefit payable asa lump sum under this Section 3.4 shall equal the present value of such portionof the benefit, and such present value shall be determined:  (i) on the assumption that it is payable inthe form of a joint and 50 percent survivor annuity if such Member or VestedFormer Member is married; and (ii) on the basis of (1) 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 date provided in Section 3.3(a) as of whichmonthly 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.                                 Section3.4(d) of the Plan is amended to read in its entirety as follows:

 

“(d)                           EffectiveJanuary 1, 2003, in the event a Member who has made an Election pursuant toSection 3.4(a) dies or becomes Disabled while employed by the Company or anAffiliated Employer and such death or Disability occurs during the 12calendar-month period immediately following the Election Date, the conditionunder Section 3.4(b)(i) shall be deemed satisfied with respect to such Member.”

 

20.                                 Section3.7(a) of the Plan is amended to read in its entirety as follows:

 

“(a)                            Subjectto Section 3.8 hereof, a Member or Vested Former Member who receives in a lumpsum any portion of his or her Retirement Benefit or Deferred Vested Benefitpursuant to a Lump Sum Election, shall receive such lump sum portion of suchRetirement Benefit or Deferred Vested Benefit subject to the condition that ifsuch Member or Vested Former Member engages in any of the acts described inSection 3.5, then such Member or Vested Former Member shall, within 60 daysafter written notice by the Company, repay to the Company the amount describedin Section 3.7(b).”

 

21.                                 Section3.8(a)(i) of the Plan is amended to read in its entirety as follows:

 

“(i)                             AnyMember, whose employment with the Company or an Affiliated Employer isinvoluntarily terminated by the Company or an Affiliated Employer at or withintwo years following a Change in Control for a reason other than Cause or whoseemployment is voluntarily terminated by the Member with Good Reason at orwithin two years following a Change in Control shall be deemed to havecompleted five years of Service for purposes of Section 3.2(a) hereof and shallbe credited with three additional years of Service for purposes of calculatingthe benefits payable under Sections 3.1(b) or 3.2(b) hereof, as the case maybe.  Notwithstanding the provisions ofSection 3.3 of this Plan to the contrary, payment of the Actuarial EquivalentValue of such benefits shall be made in the form provided in Section 3.3commencing as provided in Section 3.3(a) or (b), as the case may be, provided thatwith respect to Deferred Vested Benefits, the commencement of payment shall bedetermined without regard to whether the Member has attained age 55 and,provided further, that the Actuarial Equivalent Value of such benefits shall bedetermined by crediting such Member with three additional years of age and onthe assumption that unreduced benefits are payable upon the Member’s attainmentof age 55.  Moreover, for purposes ofdetermining the Actuarial Equivalent Value of such benefits payable in the formof a lump sum, the interest and mortality factors specified in Section 3.4(a)shall apply.  In addition, in the eventthat 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 inthe Plan, such limitation shall be eliminated in the event of such Member’stermination of employment at or within two years following a Change in Controlas provided above in this subsection (i).”

 

22.                                 Section3.8(a)(iii) of the Plan is amended to read in its entirety as follows:

 

“(iii)                         Theprovisions of Sections 3.5 through 3.7 shall be of no force or effect withrespect to Members who Retire or terminate employment within a two-year periodfollowing a Change in Control.”

 

23.                                 Section4.1(b) of the Plan is amended to read in its entirety as follows:

 

“(b)                           Amount.  The Disability Benefit of a Member entitledthereto shall be an annual benefit payable in monthly installments under thisPlan during the same period as disability benefits are actually paid by theBasic Disability Plan, in an amount equal to 60% of the Member’s CoveredEarnings, offset by the Member’s (i) Basic Disability Plan Benefit, (ii) BasicPlan Benefit, if the Basic Disability Plan Benefit is offset by such Basic PlanBenefit, and (iii) Other Disability Income.”

 

24.                                 Section5.1 of the Plan is amended to read in its entirety as follows:

 

“5.1                           DeathPrior to Benefit Commencement.  Uponthe death of a Member or Vested Former Member, prior to the commencement of hisor her Retirement Benefit or Deferred Vested Benefit hereunder, any such Membershall be deemed to have completed five years of Service for purposes of Section3.2(a) and his or her Surviving Spouse will be entitled to a Surviving Spouse’sBenefit under this Plan equal to 50% of the Retirement or Deferred VestedBenefit that would have been provided from the Plan had the Member or VestedMember retired from or terminated employment with the Company or an AffiliatedEmployer on the date of death and commenced benefits on the later of the datethe Member would have attained age 55 or the date of the Member’s death.”

 

25.                                 Section5.3 of the Plan is amended to read in its entirety as follows:

 

“5.3                     Commencementof Surviving Spouse’s Benefit. Except as provided in Section 5.4, the Surviving Spouse’s Benefitprovided under Sections 5.1 or 5.2 will be payable monthly, at the same time asthe Surviving Spouse’s benefits under the Basic Plan.  Such benefits shall continue until the first day of the month inwhich the Surviving Spouse dies.”

 

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26.                                 Section6.2 of the Plan is amended to read in its entirety as follows:

 

“6.2                           Presentationof Claims.  The claims proceduresset 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 thedisposition of a claim shall be furnished to the claimant within 90 days afterthe claim is filed (or within 180 days if special circumstances require anextension of time for processing the claim and if notice of such extension andcircumstances is provided to the claimant within the initial 90-day period.)”

 

27.                                 Thefollowing new Section 6.3 is added to the Plan:

 

“6.3                           ClaimsDenial Notification.  If a claim iswholly or partially denied, the Plan Administrator shall furnish to theclaimant a written notice setting forth in a manner calculated to be understoodby the claimant:

 

(a)                                  thespecific reason(s) for denial;

(b)                                 specificreference(s) to pertinent Plan 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

(e)                                  astatement that the claimant has a right to bring a civil action under Section502(a) of ERISA following an adverse determination on review.”

 

28.                                 Thefollowing new Section 6.4 is added to the Plan:

 

“6.4                           ClaimsReview Procedure.  Upon a denial,the claimant is entitled (either in person or by his duly authorizedrepresentative) to:

 

(a)                                  requesta subsequent review of the claim by the Plan Administrator upon writtenapplication for review made to the Plan Administrator.  In the case of a denial as to which writtennotice of denial has been given to the claimant, any such request for review ofthe claim must be made within 60 days after receipt by the claimant of suchnotice.  A claimant must submit awritten application for review before the claimant is permitted to bring acivil action for benefits;

(b)                                 reviewpertinent documents relating to the denial; and

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

 

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29.                                 Thefollowing new Section 6.5 is added to the Plan:

 

“6.5                           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.”

 

30.                                 Thefollowing new Section 6.6 is added to the Plan:

 

“6.6                           FinalDecision.  The claim for reviewshall 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 theinitial benefit determination.  The PlanAdministrator shall provide the claimant with written or electronic notice ofthe decision in a manner calculated to be understood by the claimant.  The notice shall include specific reasonsfor the decision, specific references to the pertinent Plan provisions on whichthe decision is based, a statement that the claimant has a right to bring acivil action under Section 502(a) of ERISA, and a statement that the claimantis entitled to receive, upon request and free of charge, reasonable access toand copies of all documents, records and other information relevant to theclaim.  A document is relevant to theclaim 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.”

 

31.                                 Section7.1 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 solediscretion, terminate, suspend or amend this Plan at any time or from time totime, in whole or in part; provided, however, that no termination, suspensionor amendment of the Plan may adversely affect (a) a Member’s or Vested FormerMember’s benefit under the Plan to which he or she has become entitledhereunder, or, (b) a Vested Former Member’s right or the right of a SurvivingSpouse to receive or to continue to receive a benefit in accordance with thePlan, such benefits or rights as in effect on the date immediately precedingthe date of such termination, suspension or amendment.  Notwithstanding the foregoing, the EmployeeBenefits Committee of the Company may amend the Plan without the approval ofthe Board of Directors of the Company with

 

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respect to amendmentsthat such Committee determines do not have a significant effect on the cost ofthe Plan.”

 

32.                                 Section7.3 of the Plan is amended to read in its entirety as follows:

 

“7.3                           Payoutin Discretion of the Plan Administrator. Notwithstanding anything herein to the contrary, at any time followingthe termination of service of the Member or Vested Former Member, the PlanAdministrator may authorize, under uniform rules applicable to all Members,Vested Former Members and Surviving Spouses under the Plan, a lump sumdistribution of a Member’s or Vested Former Member’s Retirement Benefit orDeferred 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 tosuch Member, Vested Former Member and/or Surviving Spouse, if the present valueof such Retirement Benefit, Deferred Vested Benefit or Surviving Spouse’sBenefit, determined in accordance with the provisions of Section 3.4(a) withrespect to Retirement Benefits and Deferred Vested Benefits, and Section 5.4with respect to Surviving Spouse’s Benefits, on the assumption that the Memberor Vested Former Member made an Election under Section 3.4, is less than$250,000.  Such lump sum distributionmay be made without the consent of the Member, Vested Former Member orSurviving Spouse.”

 

33.                                 Section7.5 of the Plan is amended to read in its entirety as follows:

 

“7.5                           Arbitration.  The provisions of this Section 7.5 shall beeffective January 1, 2003. Any dispute or controversy arising under or inconnection with the Plan shall be settled exclusively by arbitration in NewYork, New York in accordance with the rules of the American ArbitrationAssociation in effect at the time of such arbitration. Upon submission ofinvoices, the Company shall promptly pay or reimburse all reasonable costs andexpenses (including fees and disbursements of counsel and pension experts)incurred to assert rights under this Plan or in any proceeding in connectiontherewith, brought by a Member, Vested Former Member, Former Member orSurviving Spouse, whether or not such Member, Vested Former Member, Former Memberor Surviving Spouse is ultimately successful in enforcing such rights or insuch proceeding; provided, however, that no reimbursement shall be owed withrespect to expenses relating to any unsuccessful assertion of rights orproceeding if and to the extent that such assertion or proceeding was initiatedor maintained in bad faith or was frivolous as determined by the arbitrators ora court having jurisdiction over the matter, in which case any amountspreviously paid by the Company shall be promptly repaid.”

 

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34.                                 Section7.6 of the Plan is amended to read in its entirety as follows:

 

“7.6                           NoAlienation.  A Member’s or VestedFormer Member’s right to benefit payments under the Plan shall not be subjectin any manner to anticipation, alienation, sale, transfer, assignment, pledge,encumbrance, attachment or garnishment by creditors of such Member or VestedFormer Member or his or her Surviving Spouse.”

 

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