<PAGE>

                                                                    Exhibit 10.1

                             IMS HEALTH INCORPORATED


                         U.S. EXECUTIVE RETIREMENT PLAN



                          Effective as of July 25, 2000
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

INTRODUCTION...................................................................1

SECTION 1         - DEFINITIONS................................................1

         1.1      "Actuarial Equivalent Value".................................1

         1.2      "Affiliated Employer"........................................1

         1.3      "Average Final Compensation".................................1

         1.4      "Basic Disability Plan"......................................2

         1.5      "Basic Disability Plan Benefit"..............................2

         1.6      "Basic Plan".................................................2

         1.7      "Basic Plan Benefit".........................................2

         1.8      "Board"

         1.9      "Change in Control"..........................................3

         1.10     "Code"   ....................................................4

         1.11     "Company"....................................................5

         1.12     "Compensation"...............................................5

         1.13     "Covered Earnings"...........................................5

         1.14     "Deferred Vested Benefit"....................................5

         1.15     "Disability"or "Disabled"....................................5

         1.16     "Disability Benefits"........................................5

         1.17     "Effective Date".............................................6

         1.18     "Former Member"..............................................6

         1.19     "Lump Sum Election"..........................................6

         1.20     "Member" 6

         1.21     "Other Disability Income"....................................6

         1.22     "Other Retirement Income"....................................6

         1.23     "Plan"   ....................................................7

         1.24     "Retirement".................................................7

         1.25     "Retirement Benefits"........................................7

         1.26     "Service"....................................................7

         1.27     "Surviving Spouse"...........................................8


                                      -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE

         1.28     "Surviving Spouse's Benefits"................................8

         1.29     "Vested Former Member".......................................9

         1.30     "Plan Administrator".........................................9

SECTION 2         - PARTICIPATION..............................................9

         2.1      Commencement of Participation................................9

         2.2      Termination of Participation.................................9

SECTION 3         - AMOUNT AND FORM OF BENEFITS...............................10

         3.1      Retirement Benefits.........................................10

         3.2      Deferred Vested Benefit.....................................11

         3.3      Form of Payment.............................................13

         3.4      Lump Sum Election...........................................15

         3.5      Cessation of Benefits.......................................16

         3.6      Notification of Cessation of Benefits.......................18

         3.7      Repayment of Benefits Paid as Lump Sum......................18

         3.8      Change in Control...........................................19

SECTION 4         - DISABILITY BENEFITS.......................................19

         4.1      Disability Benefits.........................................19

                  (a)      Eligibility........................................19

                  (b)      Amount.............................................19

SECTION 5         - SURVIVING SPOUSE'S BENEFITS...............................19

         5.1      Death Prior to Benefit Commencement.........................19

         5.2      Death On or After Benefit Commencement......................20

         5.3      Commencement of Surviving Spouse's Benefit..................20

         5.4      Lump Sum Payment............................................20

         5.5      Reduction...................................................21

SECTION 6         - PLAN ADMINISTRATOR........................................22

         6.1      Duties and Authority........................................22

SECTION 7         - MISCELLANEOUS.............................................22

         7.1      Amendment; Termination......................................22


                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE

         7.2      No Employment Rights........................................23

         7.3      Payout in Discretion of the Plan Administrator..............23

         7.4      Unfunded Status.............................................24

         7.5      Arbitration.................................................24

         7.6      No Alienation...............................................24

         7.7      Withholding.................................................25

         7.8      Governing Law...............................................25


                                     -iii-
<PAGE>

                             IMS HEALTH INCORPORATED


                         U.S. EXECUTIVE RETIREMENT PLAN


                          Effective as of July 25, 2000


                                  INTRODUCTION


Effective as of July 25, 2000, the IMS Health Incorporated U.S. Executive
Retirement Plan (the "Plan") is established to provide a means of ensuring the
payment of a competitive level of retirement income and disability and survivor
benefits, and thereby attract, retain and motivate a select group of executives
of IMS Health Incorporated and its affiliated employers.

                             SECTION 1 - DEFINITIONS

1.1      "ACTUARIAL EQUIVALENT VALUE" shall mean a benefit of equivalent value
         computed on the basis of the 1983 Group Annuity Mortality Table and
         interest equal to the yield on 30-year Treasury Bonds as of the last
         business day of the Plan Year prior to the year in which the relevant
         calculation occurs.

1.2      "AFFILIATED EMPLOYER" shall mean an entity affiliated with the Company.

1.3      "AVERAGE FINAL COMPENSATION" shall mean a Member's average annual
         Compensation during the five consecutive 12-month periods in the last
         ten consecutive 12-month periods of his or her Service (or during the
         total number of consecutive 12-month periods if fewer than five),
         immediately prior to the month following the Member's termination of
         employment with the Company or an Affiliated Employer or, if earlier,
         removal from
<PAGE>

         participation under this Plan, affording the highest such Average Final
         Compensation. If actual monthly Compensation for any month during the
         120-month computational period is unavailable, Compensation for such
         month shall be determined by dividing the Member's annual rate of base
         pay in the month preceding such unavailable month by 12.

1.4      "BASIC DISABILITY PLAN" shall mean as to any Member the long-term
         disability plan of the Company or an Affiliated Employer pursuant to
         which long-term disability benefits are payable to such Member.

1.5      "BASIC DISABILITY PLAN BENEFIT" shall mean the amount of benefits
         payable to a Member from the Basic Disability Plan.

1.6      "BASIC PLAN" shall mean as to any Member or Vested Former Member the
         defined benefit pension plan of the Company or an Affiliated Employer
         intended to meet the requirements of Code Section 401(a) pursuant to
         which retirement benefits are payable to such Member or Vested Former
         Member or to the Surviving Spouse or designated beneficiary of a
         deceased Member or Vested Former Member.

1.7      "BASIC PLAN BENEFIT" shall mean the amount of benefits payable from the
         Basic Plan to a Member or Vested Former Member.

1.8      "BOARD" shall mean the Board of Directors of IMS Health Incorporated,
         except that any action authorized to be taken by the Board hereunder
         may also be taken by a duly authorized committee of the Board or its
         duly authorized delegees.


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<PAGE>

1.9      "CHANGE IN CONTROL" shall mean:

         (a)      any "Person" as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") (other than the Company, any trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  the Company, or any corporation owned, directly or indirectly,
                  by the stockholders of the Company), becomes the "Beneficial
                  Owner" (as defined in Rule 13d-3 of the Exchange Act),
                  directly or indirectly, of securities of the Company
                  representing 20% or more of the combined voting power of the
                  Company's then outstanding securities;

         (b)      during any period of 24 months (not including any period prior
                  to the Effective Date), individuals who at the beginning of
                  such period constitute the Board, and any new director (other
                  than (i) a director nominated by a Person who has entered into
                  an agreement with the Company to effect a transaction
                  described in Sections 1.9(a), (c), or (d) hereof, (ii) a
                  director nominated by any Person (including the Company) who
                  publicly announces an intention to take or to consider taking
                  actions (including, but not limited to, an actual or
                  threatened proxy contest) which if consummated would
                  constitute a Change in Control, or (iii) a director nominated
                  by any Person who is the Beneficial Owner, directly or
                  indirectly, of securities of the Company representing 10% or
                  more of the combined voting power of the Company's securities)
                  whose election by the Board or nomination for election by the
                  Company's stockholders was approved in advance by a vote of at
                  least two-thirds (2/3) of the directors then still in office
                  who either were


                                      -3-
<PAGE>

                  directors at the beginning of the period or whose election or
                  nomination for election was previously so approved, cease for
                  any reason to constitute at least a majority thereof;

         (c)      the stockholders of the Company approve any transaction or
                  series of transactions under which the Company is merged or
                  consolidated with any other company, other than a merger or
                  consolidation (i) which would result in the voting securities
                  of the Company outstanding immediately prior thereto
                  continuing to represent (either by remaining outstanding or by
                  being converted into voting securities of the surviving
                  entity) more than 66 2/3% of the combined voting power of the
                  voting securities of the Company or such surviving entity
                  outstanding immediately after such merger or consolidation,
                  and (ii) after which no "Person" holds 20% or more of the
                  combined voting power of the then outstanding securities of
                  the Company or such surviving entity;

         (d)      the stockholders of the Company approve a plan of complete
                  liquidation of the Company or an agreement for the sale or
                  disposition by the Company of all or substantially all of the
                  Company's assets; or

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

1.10     "CODE" shall mean the Internal Revenue Code of 1986, as amended from
         time to time.


                                      -4-
<PAGE>

1.11     "COMPANY" shall mean IMS Health Incorporated.

1.12     "COMPENSATION" shall mean base salary, annual bonuses, commissions,
         overtime and shift pay, in each case prior to reductions for elective
         contributions under Sections 401(k) and 125 of the Code and deferred
         compensation under any nonqualified deferred compensation plan.
         Notwithstanding the foregoing, Compensation shall exclude severance pay
         (including, without limitation, severance pay under the Company's
         Employee Protection Plan), stay-on bonuses, long-term bonuses,
         retirement income, change-in-control payments, contingent payments,
         amounts paid under this Plan (other than Disability Benefits) or any
         other retirement plan or deferred compensation plan, income derived
         from stock options, stock appreciation rights and other equity-based
         compensation and other forms of special remuneration.

1.13     "COVERED EARNINGS" shall mean a Member's Compensation in the 12 months
         immediately preceding the onset of the Member's Disability.

1.14     "DEFERRED VESTED BENEFIT" shall mean the benefits described in Section
         3.2(b) hereof.

1.15     "DISABILITY" OR "DISABLED" shall mean disability or disabled for
         purposes of the Basic Disability Plan.

1.16     "DISABILITY BENEFITS" shall mean the benefits provided as described in
         Section 4.1(b) hereof.


                                      -5-
<PAGE>

1.17     "EFFECTIVE DATE" shall mean July 25, 2000.

1.18     "FORMER MEMBER" shall mean (i) a Member whose employment with the
         Company or an Affiliated Employer terminates with a Vested Percentage
         equal to 0%, or (ii) a Member who was removed from participation in the
         Plan, in accordance with Section 2.2 hereof, with a Vested Percentage
         equal to 0%.

1.19     "LUMP SUM ELECTION" shall mean an election to receive all or portion of
         the benefits payable hereunder in a lump sum pursuant to Section 3.4
         hereof.

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

1.21     "OTHER DISABILITY INCOME" shall mean (i) the disability insurance
         benefit that the Member is entitled to receive under the Federal Social
         Security Act while he or she is receiving the Basic Disability Plan
         Benefit and (ii) the disability income payable to a Member from any
         supplemental executive disability plan of the Company or any Affiliated
         Employer or from any other contract, agreement or other arrangement
         with the Company or an Affiliated Employer (excluding any Basic
         Disability Plan).

1.22     "OTHER RETIREMENT INCOME" shall mean the retirement income payable to a
         Member or Vested Former Member from any `excess benefit plan' as that
         term is defined in Section 3(36) of the Employee Retirement Income
         Security Act of 1974, as amended ("ERISA"),


                                      -6-
<PAGE>

         any plan described in Section 201(2) of ERISA, and any other contract,
         agreement or other arrangement providing a defined pension benefit or
         defined contribution retirement benefit, in any case, maintained or
         entered into with the Company or an Affiliated Employer (excluding this
         Plan, any Basic Plan, any defined contribution plan intended to meet
         the requirements of Code Section 401(a) and any elective plan of
         deferred compensation).

1.23     "PLAN" shall mean the IMS Health Incorporated U.S. Executive Retirement
         Plan, as embodied herein, and any amendments thereto.

1.24     "RETIREMENT" shall mean the termination of a Member's or Vested Former
         Member's employment with the Company or an Affiliated Employer other
         than by reason of death or Disability (i) after reaching age 55,
         completing ten years of Service and with a Vested Percentage greater
         than 0%, or (ii) immediately following the cessation of the payment of
         Disability Benefits under the Plan to such Member or Vested Former
         Member while he or she is Disabled. In determining whether age 55 has
         been attained under clause (i) of this definition, there shall be
         included as years of age the number of additional years credited as
         "age" for purposes of the Plan to the Member or Vested Former Member
         under a then-effective employment agreement between the Company and
         such person.

1.25     "RETIREMENT BENEFITS" shall mean the benefits described in Section
         3.1(b) hereof.

1.26     "SERVICE" shall mean a Member's service defined as Vesting Service in
         the Basic Plan, which is taken into account for vesting purposes
         thereunder (including any such service


                                      -7-
<PAGE>

         prior to the date such individual becomes a Member but not including
         any such service after participation hereunder terminates), except that
         (i) Service will also include service while the Member is receiving
         Disability Benefits under this Plan; (ii) if a Member was employed by a
         company acquired by the Company or an Affiliated Employer after the
         Effective Date, such Member's service with that company prior to the
         date of acquisition will not constitute Service hereunder; (iii) upon
         commencement of participation hereunder in accordance with Section 2.1
         hereof, the CEO (as defined in such section) may limit any service
         otherwise to constitute Service hereunder with respect to periods prior
         to the date of participation in the Plan; and (iv) no service of a
         Former Member or Vested Former Member during any period after removal
         from participation under Section 2.2 shall constitute Service for
         purposes of the Plan. The foregoing notwithstanding, there shall be
         included as Service under the Plan the number of additional years (or
         other additional period) credited as "service" for purposes of the Plan
         to the Member of Former Member or Vested Former Member under an
         employment agreement between the Company or an Affiliated Employer and
         such person in effect at the time of such person's termination of
         employment.

1.27     "SURVIVING SPOUSE" shall mean the spouse of a deceased Member or Vested
         Former Member to whom such Member or Vested Former Member is married
         under applicable state law immediately preceding such Member or Vested
         Former Member's death.

1.28     "SURVIVING SPOUSE'S BENEFITS" shall mean the benefits described in
         Section 5 hereof.


                                      -8-
<PAGE>

1.29     "VESTED FORMER MEMBER" shall mean (i) a Member whose employment with
         the Company or an Affiliated Employer terminates on or after the date
         on which his or her Vested Percentage is greater than 0%, or (ii) a
         Member who was removed from participation in the Plan, in accordance
         with Section 2.2 hereof, on or after the date on which his or her
         Vested Percentage is greater than 0%.

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

                           SECTION 2 - PARTICIPATION

2.1      COMMENCEMENT OF PARTICIPATION. Such key executives of the Corporation
         and its Affiliated Employers as are designated by the CEO in writing
         and approved by the Plan Administrator shall participate in the Plan as
         of a date determined by the CEO.

2.2      TERMINATION OF PARTICIPATION. A Member's participation in the Plan
         shall terminate upon termination of his or her employment with the
         Company or any Affiliated Employer. Prior to termination of employment,
         a Member may be removed, upon written notice by the CEO as approved by
         the Plan Administrator, from further participation in the Plan. As of
         the date of termination or removal, no further benefits shall accrue to
         such individual hereunder.


                                      -9-
<PAGE>

                    SECTION 3 - AMOUNT AND FORM OF BENEFITS

3.1      RETIREMENT BENEFITS.

         (a)      ELIGIBILITY. Upon the Retirement of a Member or Vested Former
                  Member from the Company or an Affiliated Employer, he or she
                  shall be entitled to receive a percentage (the "Vested
                  Percentage") of the Retirement Benefit described in Section
                  3.1(b) hereof, payable in the form specified in Section 3.3.
                  Notwithstanding the provisions of Section 1.26 of the Plan to
                  the contrary, solely for the purpose of determining the Vested
                  Percentage under the following schedule, Service shall exclude
                  any such service prior to the date the individual becomes a
                  Member, except to the extent otherwise determined by the Chief
                  Executive Officer of the Company, in his or her sole
                  discretion.

<TABLE>
<CAPTION>
        If the Member's Service is:                   The Vested Percentage is:
        ---------------------------                   -------------------------
<S>                                                              <C>
              Less than 1 year                                    0%
      At least 1 but less than 2 years                           33%
      At least 2 but less than 3 years                           67%
              3 or more years                                    100%
</TABLE>

         (b)      AMOUNT. The Retirement Benefit of a Member or Vested Former
                  Member shall be an annual benefit equal to the difference
                  between (i) and the sum of (ii) and (iii), where:

                  (i)      is 1.67% of his or her Average Final Compensation
                           multiplied by the number of his or her years of
                           Service not in excess of 36 years;


                                      -10-
<PAGE>

                  (ii)     is the Basic Plan Benefit payable to the Member or
                           Vested Former Member as of the date of his or her
                           Retirement expressed in the form of an annual life
                           annuity, or, if the Basic Plan Benefit becomes
                           payable after the Member's or Vested Former Member's
                           Retirement, the Actuarial Equivalent Value as of such
                           date of the Basic Plan Benefit that would become
                           payable in the form of an annual life annuity
                           starting on the earliest possible date under the
                           terms of the Basic Plan;

                  (iii)    is the Other Retirement Income payable to the Member
                           or Vested Former Member as of the date of his or her
                           Retirement expressed in the form of an annual life
                           annuity, or, if the Other Retirement Income becomes
                           payable after the Member's or Vested Former Member's
                           Retirement, the Actuarial Equivalent Value as of such
                           date of the Other Retirement Income that would become
                           payable in the form of an annual life annuity
                           starting on the earliest possible date under the
                           terms of the appropriate retirement arrangement.

3.2      DEFERRED VESTED BENEFIT.

         (a)      ELIGIBILITY. Each Member and Vested Former Member who has a
                  Vested Percentage (as defined below) greater than 0% and whose
                  employment with the Company or an Affiliated Employer
                  terminates with the Company's consent, prior to Retirement,
                  other than by reason of death or Disability, shall be entitled
                  to receive a percentage (the "Vested Percentage") of the
                  Deferred Vested Benefit


                                      -11-
<PAGE>

                  described in Section 3.2(b) hereof, payable in the form
                  specified in Section 3.3. Notwithstanding the provisions of
                  Section 1.26 of the Plan to the contrary, solely for the
                  purpose of determining the Vested Percentage under the
                  following schedule, Service shall exclude any such service
                  prior to the date the individual becomes a Member, except to
                  the extent otherwise determined by the Chief Executive Officer
                  of the Company, in his or her sole discretion.

<TABLE>
<CAPTION>
        If the Member's Service is:                   The Vested Percentage is:
        ---------------------------                   -------------------------
<S>                                                              <C>
              Less than 1 year                                    0%
      At least 1 but less than 2 years                           33%
      At least 2 but less than 3 years                           67%
              3 or more years                                    100%
</TABLE>

         (b)      AMOUNT. The Deferred Vested Benefit of a Member or Vested
                  Former Member who terminates and who meets the eligibility
                  requirements of Section 3.2(a) shall be an annual benefit
                  equal to the difference between (i) and the sum of (ii) and
                  (iii), where:

                  (i)      is 1.67% of his or her Average Final Compensation
                           multiplied by the number of his or her years of
                           Service not in excess of 36;

                  (ii)     is the Basic Plan Benefit payable to the Member or
                           Vested Former Member as of the date his or her
                           Deferred Vested Benefit commences expressed in the
                           form of an annual life annuity, or, if the Basic Plan
                           Benefit becomes payable after the Member's or Vested
                           Former Member's


                                      -12-
<PAGE>

                           Deferred Vested Benefit commences, the Actuarial
                           Equivalent Value as of such date of the Basic Plan
                           Benefit that would become payable in the form of an
                           annual life annuity starting on the earliest possible
                           date under the terms of the Basic Plan;

                  (iii)    is the Other Retirement Income payable to the Member
                           or Vested Former Member as of the date his or her
                           Deferred Vested Benefit commences expressed in the
                           form of an annual life annuity, or, if the Other
                           Retirement Income becomes payable after the Member's
                           or Vested Former Member's Deferred Vested Benefit
                           commences, the Actuarial Equivalent Value as of such
                           date of the Other Retirement Income that would become
                           payable in the form of an annual life annuity
                           starting on the earliest possible date under the
                           terms of the appropriate retirement arrangement.

3.3      FORM OF PAYMENT.

         (a)      Except as provided under Section 3.3(b) or Section 3.3(c), the
                  Retirement Benefit or Deferred Vested Benefit under this Plan,
                  as the case may be, shall be payable in monthly installments
                  in the form of a straight life annuity and without regard to
                  any optional form of benefits elected under the Basic Plan.
                  Payments shall commence on the first day of the calendar month
                  coinciding with or next following (i) the Member's or Vested
                  Former Member's Retirement, in the case of Retirement Benefits
                  or (ii) the later of the date the Member or Vested Former


                                      -13-
<PAGE>

                  Member attains age 55 or terminates employment, in the case of
                  Deferred Vested Benefits.

         (b)      If a Member or Vested Former Member has made a Lump Sum
                  Election pursuant to Section 3.4 and such Lump Sum Election
                  becomes effective (i) prior to the date of such Member's or
                  Vested Former Member's Retirement or termination of employment
                  with the Company or an Affiliated Employer and (ii) while he
                  or she was still a Member, the Retirement Benefit, or Deferred
                  Vested Benefit under this Plan, as the case may be, shall be
                  payable in the form or combination of forms of payment elected
                  pursuant to such Lump Sum Election under Section 3.4 and
                  without regard to any optional form of benefits elected under
                  the Basic Plan. Any portion of the benefits hereunder payable
                  in a lump sum shall be paid within 60 days following (i) the
                  Member's or Vested Former Member's Retirement, in the case of
                  Retirement Benefits or (ii) the later of the date the Member
                  or Vested Former Member attains age 55 or terminates
                  employment, in the case of Deferred Vested Benefits.

         (c)      Notwithstanding any Lump Sum Election made (or not made) under
                  Section 3.3, if the lump sum value, determined in the same
                  manner as provided under Section 3.4(a), of a Member's or
                  Vested Former Member's Retirement, or Deferred Vested Benefit
                  is $10,000 or less at the time such benefit is payable under
                  this Plan, such benefit shall be payable as a lump sum.


                                      -14-
<PAGE>

3.4      LUMP SUM ELECTION.

         (a)      A Member or Vested Former Member may elect to receive all,
                  none, or a specified portion, as provided in Section 3.4(c),
                  of his or her Retirement Benefit or Deferred Vested Benefit
                  under the Plan as a lump sum and to receive any balance of
                  such benefit in the form of an annuity; provided that any such
                  Lump Sum Election shall be effective for purposes of this Plan
                  only if the conditions of Section 3.4(b) are satisfied. A
                  Member or Vested Former Member may elect a payment form
                  different than the payment form previously elected by him or
                  her under this Section 3.4(a) by filing a revised election
                  form; provided that any such new election shall be effective
                  only if the conditions of Section 3.4(b) are satisfied with
                  respect to such new election. Any prior Lump Sum Election made
                  by a Member that has satisfied the conditions of Section
                  3.4(b) shall remain effective for purposes of the Plan until
                  such Member has made a new election satisfying the conditions
                  of Section 3.4(b). The amount of any portion of a Member's or
                  a Vested Former Member's Retirement Benefit or Deferred Vested
                  Benefit payable as a lump sum under this Section 3.4 shall
                  equal the present value of such portion of the benefit, and
                  such present value shall be determined (i) based on a discount
                  rate equal to 85% of the average of the 15-year non-callable
                  U.S. Treasury bond yields as of the close of business on the
                  last business day of each of the three months immediately
                  preceding the date the annuity value is determined and (ii)
                  using the 1983 Group Annuity Mortality Table.


                                      -15-
<PAGE>

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

         (c)      A Member making an election under Section 3.4(a) may specify
                  the portion of his Retirement or Deferred Vested Benefit under
                  the Plan to be received in a lump sum as follows: 0%, 25%,
                  50%, 75%, or 100%.

         (d)      In the event a Member who has made an Election pursuant to
                  Section 3.4(a) dies or becomes Disabled while employed by the
                  Company or an Affiliated Employer and such death or total and
                  permanent Disability occurs during the 12 calendar-month
                  period immediately following the Election Date, the condition
                  under Section 3 .4(b)(i) shall be deemed satisfied with
                  respect to such Member.

3.5      CESSATION OF BENEFITS. Subject to Section 3.8 hereof, no benefits or no
         further benefits, as the case may be, shall be paid to a Member, Vested
         Former Member or Surviving Spouse if the Member or Vested Former Member
         has:


                                      -16-
<PAGE>

         (a)      become a stockholder (unless such stock is listed on a
                  national securities exchange or traded on a daily basis in the
                  over-the-counter market and the Member's or Vested Former
                  Member's ownership interest is not in excess of 2% of the
                  company whose shares are being purchased), employee, officer,
                  director or consultant of or to a Company, or a member or an
                  employee of or a consultant to a partnership or any other
                  business or firm, which competes with any of the businesses
                  owned or operated by the Company, or if the Member or Vested
                  Former Member becomes associated with a company, partnership
                  or individual which company, partnership or individual acts as
                  a consultant to businesses in competition with the Company,
                  such Member or Vested Former Member provided services to such
                  competing businesses, whether or not, in any of the foregoing
                  cases, such Member or Vested Former Member accepts any form of
                  compensation from such competing entity or consultant; or

         (b)      been discharged from employment with the Company or any
                  Affiliated Employer for "cause." "Cause" shall mean "Cause" as
                  defined in an employment agreement between the Company and the
                  Member or Former Member or Vested Former Member then in effect
                  or, if no such employment agreement containing a definition of
                  Cause is then in effect, "Cause" shall mean (i) willful
                  malfeasance or willful misconduct by the Member or Former
                  Vested Member in connection with his or her employment, (ii)
                  continuing failure to perform such duties as are requested by
                  any employee to whom the Member or Vested Former Member
                  reports or the Board, or (iii) the commission by a Member or
                  Vested Former Member of (A) any felony or (B) any misdemeanor
                  involving moral turpitude.


                                      -17-
<PAGE>

3.6      NOTIFICATION OF CESSATION OF BENEFITS. Subject to Section 3.8 hereof,
         in any case described in Section 3.5, the Member, Vested Former Member
         or Surviving Spouse shall be given prior written notice that no
         benefits or no further benefits, as the case may be, will be paid to
         such Member, Vested Former Member or Surviving Spouse. Such written
         notice shall specify the particular act(s), or failures to act, and the
         basis on which the decision to cease paying his or her benefits has
         been made.

3.7      REPAYMENT OF BENEFITS PAID AS LUMP SUM.

         (a)      Subject to Section 3.8 hereof, a Member or Vested Former
                  Member who receives in a lump sum any portion of his or her
                  Retirement Benefit or Deferred Vested Benefit pursuant to a
                  Lump Sum Election, shall receive such lump sum portion of such
                  Retirement Benefit or Deferred Vested Benefit subject to the
                  condition that if such Member or Vested Former Member engages
                  in any of the acts described in Section 3.5(a), then such
                  Member or Vested Former Member shall, within 60 days after
                  written notice by the Company, repay to the Company the amount
                  described in Section 3.7(b).

         (b)      The amount described in this section shall equal the amount of
                  the Member's or Vested Former Member's lump sum benefit paid
                  under this Plan to which such Member or Vested Former Member
                  would not have been entitled, if such lump sum benefit had
                  instead been payable in the form of an annuity under this Plan
                  and such annuity payments were subject to the provisions of
                  Section 3.5.


                                      -18-
<PAGE>

3.8      CHANGE IN CONTROL. Notwithstanding anything to the contrary contained
         herein, the provisions of Sections 3.5 through 3.7 shall be of no force
         or effect from and after a Change in Control with respect to any Member
         and Vested Former Member who is employed by the Company or an
         Affiliated Employer as of such Change in Control.

                        SECTION 4 - DISABILITY BENEFITS

4.1      DISABILITY BENEFITS.

         (a)      ELIGIBILITY. A Member who is enrolled for the maximum
                  disability insurance coverage available under the Basic
                  Disability Plan and who has become Disabled shall be entitled
                  to the Disability Benefit described in Section 4.1(b).

         (b)      AMOUNT. The Disability Benefit of a Member entitled thereto
                  shall be an annual benefit payable in monthly installments
                  under this Plan during the same period as disability benefits
                  are actually paid by the Basic Disability Plan, in an amount
                  equal to 60% of the Member's Covered Earnings, offset by the
                  Member's (i) Basic Disability Plan Benefit, (ii) Basic Plan
                  Benefit, if the Basic Disability Plan Benefit does not already
                  include an offset for such Basic Plan Benefit, and (iii) Other
                  Disability Income.

                    SECTION 5 - SURVIVING SPOUSE'S BENEFITS

5.1      DEATH PRIOR TO BENEFIT COMMENCEMENT. Upon the death of a Member or
         Vested Former Member, prior to the commencement of his or her
         Retirement Benefit or Deferred Vested Benefit hereunder, his or her
         Surviving Spouse will be entitled to a Surviving Spouse's


                                      -19-
<PAGE>

         Benefit under this Plan equal to 50% of the Retirement or Deferred
         Vested Benefit that would have been provided from the Plan had the
         Member or Vested Member retired from or terminated employment with the
         Company or an Affiliated Employer on the date of death.

5.2      DEATH ON OR AFTER BENEFIT COMMENCEMENT. Upon the death of a Vested
         Former Member while he or she is receiving Retirement or Deferred
         Vested Benefits, his or her Surviving Spouse shall receive a Surviving
         Spouse's Benefit equal to 50% of the Benefit he or she was receiving at
         the time of death. Notwithstanding the foregoing, no benefit shall be
         payable under this Section 5.2 to the extent a Retirement Benefit or
         Deferred Vested Benefit was previously paid to a Member or Vested
         Former Member in the form of a lump sum.

5.3      COMMENCEMENT OF SURVIVING SPOUSE'S BENEFIT. Except as provided in
         Section 5.4, the Surviving Spouse's Benefit provided under Sections 5.1
         or 5.2 will be payable monthly, commencing on the first day of the
         month coincident with or next following the date of the Member's or
         Vested Former Member's death, or, if the Member or Vested Former Member
         had not attained age 55, on the date such Member or Vested Former
         Member would have attained age 55 had he or she lived. Such benefits
         shall continue until the first day of the month in which the Surviving
         Spouse dies.

5.4      LUMP SUM PAYMENT.


                                      -20-
<PAGE>

         (a)      If a Member or a Vested Former Member made an Election under
                  Section 3.4 but such Member or Vested Former Member died prior
                  to such lump sum payment, the Surviving Spouse's Benefit
                  payable under Section 5.1 hereof will be payable in the form
                  or combination of forms of payment so elected by such Member
                  or Vested Former Member pursuant to such Lump Sum Election.
                  The amount of any lump sum payment under the Plan shall be
                  determined using the actuarial assumptions set forth in
                  Section 3.4(a).

         (b)      If the lump sum value, determined in the same manner as
                  provided under Section 3.4(a), of a Surviving Spouse's Benefit
                  is $10,000 or less at the time such Surviving Spouse's Benefit
                  is payable under this Plan, such benefit shall be payable as a
                  lump sum.

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

5.5      REDUCTION. Notwithstanding the foregoing provisions of Section 5, the
         amount of a Surviving Spouse's Benefit shall be reduced by one
         percentage point for each year (where a half year or more is treated as
         a full year) in excess of ten years that the age of the Member or
         Vested Former Member exceeds the age of the Surviving Spouse.


                                      -21-
<PAGE>

                         SECTION 6 - PLAN ADMINISTRATOR

6.1      DUTIES AND AUTHORITY. The Plan Administrator shall be responsible for
         the administration of the Plan and may delegate to any management
         committee, employee, director or agent its responsibility to perform
         any act hereunder, including, without limitation, those matters
         involving the exercise of discretion; provided, that such delegation
         shall be subject to revocation at any time at the Plan Administrator's
         discretion. The Plan Administrator shall have the authority to
         determine all questions arising in connection with the Plan, to
         interpret the provisions of the Plan and to construe all of its terms,
         to adopt, amend, and rescind rules and regulations for the
         administration of the Plan, and generally to conduct and administer the
         Plan and to make all determinations in connection with the Plan as may
         be necessary or advisable. All such actions of the Plan Administrator
         shall be conclusive and binding upon all Members, Former Members,
         Vested Former Members and Surviving Spouses.

                           SECTION 7 - MISCELLANEOUS

7.1      AMENDMENT; TERMINATION. The Board of Directors of the Company, may, in
         its sole discretion, terminate, suspend or amend this Plan at any time
         or from time to time, in whole or in part; provided, however, that no
         termination, suspension or amendment of the Plan may adversely affect
         (a) a Member's or Vested Former Member's benefit under the Plan to
         which he or she is entitled hereunder, or, (b) a Vested Former Member's
         right or the right of a Surviving Spouse to receive or to continue to
         receive a benefit in accordance with the Plan, such benefits or rights
         as in effect on the date immediately preceding the date of such
         termination, suspension or amendment. Notwithstanding the


                                      -22-
<PAGE>

         foregoing, the Employee Benefits Committee of the Company may amend the
         Plan without the approval of the Board of Directors of the Company with
         respect to amendments that such Committee determines do not have a
         significant effect on the cost of the Plan.

7.2      NO EMPLOYMENT RIGHTS. Nothing contained herein will confer upon any
         Member, Former Member or Vested Former Member the right to be retained
         in the service of the Company or any Affiliated Employee, nor will it
         interfere with the right of the Company or any Affiliated Employer to
         discharge or otherwise deal with Members, Former Members or Vested
         Former Members with respect to matters of employment.

7.3      PAYOUT IN DISCRETION OF THE PLAN ADMINISTRATOR. Notwithstanding
         anything herein to the contrary, at any time following the termination
         of service of the Member or Vested Former Member, the Plan
         Administrator may authorize, under uniform rules applicable to all
         Members, Vested Former Members and Surviving Spouses under the Plan, a
         lump sum distribution of a Member's, Vested Former Member's and/or
         Surviving Spouse's Retirement Benefit or Surviving Spouse's Benefit
         under the Plan in an amount equal to the present value of such
         Retirement Benefit or Surviving Spouse's Benefit, using the actuarial
         assumptions then in use for funding purposes under the IMS Health
         Incorporated Retirement Plan, in full satisfaction of all present and
         future Plan liability with respect to such Member, Vested Former Member
         and/or Surviving Spouse, if the amount of such present value is less
         than $250,000. Such lump sum distribution may be made without the
         consent of the Member, Vested Former Member or Surviving Spouse.


                                      -23-
<PAGE>

7.4      UNFUNDED STATUS. Members and Vested Former Members shall have the
         status of general unsecured creditors of the Company, and this Plan
         constitutes a mere promise by the Company to make benefit payments at
         the time or times required hereunder. It is the intention of the
         Company that this Plan be unfunded for tax purposes and for purposes of
         Title I of ERISA and any trust created by the Company and any assets
         held by such trust to assist the Company in meeting its obligations
         under the Plan shall meet the requirements necessary to retain such
         unfunded status.

7.5      ARBITRATION. Any dispute or controversy arising under or in connection
         with the Plan shall be settled exclusively by arbitration in New York,
         New York in accordance with the rules of the American Arbitration
         Association in effect at the time of such arbitration. The Company
         shall pay the entire costs of any proceeding brought by a Member,
         Vested Former Member, Former Member, or Surviving Spouse hereunder,
         including the fees and expenses of counsel and pension experts engaged
         by such person, and such expenses shall be reimbursed promptly upon
         evidence that such expenses have been incurred without awaiting the
         outcome of the proceedings; provided however, that such costs and
         expenses shall be repaid to the Company by the recipient of same if it
         is finally determined by the arbitrators that the position taken by
         such person was entirely without merit. Failure of such person to
         prevail in any dispute or controversy shall not be the sole basis on
         which such determination shall be made.

7.6      NO ALIENATION. A Member's or Vested Former Member's right to benefit
         payments under the Plan shall not be subject in any manner to
         anticipation, alienation, sale, transfer,


                                      -24-
<PAGE>

         assignment, pledge, encumbrance, attachment or garnishment by creditors
         or such Member or Vested Former Member or his or her Surviving Spouse.

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

7.8      GOVERNING LAW. The Plan shall be governed by and construed in
         accordance with the laws of the State of New York applicable to
         contracts made and to be performed in such state to the extent not
         preempted by federal law.


                                      -25-
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this document to be executed
by its officer effective July 25, 2000.

IMS Health Incorporated



By: /s/ Victoria R. Fash
   ---------------------------------------



Its: President and Chief Executive Officer



Date: July 25, 2000


                                      -26-