**EXHIBIT10.2**

 
| **Notice of Grant of Stock  Options Under the IMS Health Incorporated 1998 Non-Employee Directors’ Stock  Incentive Plan** |                             | **IMS Health Incorporated** |
|---------------------------------------------------------------------------------------------------------------------------------|----------------------------------|-----------------------------|
|                                                                                                                            |                             |
|                                                                                                                            |                             |
|                                                                                                                            |  ID: 06-1506026             |
|                                                                                                                            |  1499 Post Road             |
|                                                                                                                            |  Fairfield,  CT  06824 |
|                                                                                                                            |                             |                        |
|                                                                                                                            |                             | **Option  Number:**         |
|                                                                                                                            |                             | **Plan:**                   | **DIMS** |
|                                                                                                                            |                             | **ID:**                     |

 

**THISDOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEENREGISTERED UNDER THE SECURITIES ACT OF 1933**

 

IMS Health Incorporated (“IMSHEALTH” or the “Company”) hereby grants to you a non-qualified stock option topurchase                                 shares of the Company’s common stock at $                per share (your “Option”).  Thisgrant is effective as of                    (the “Date of Grant”).

 

Your Option is subject toand governed by the terms of the IMS HealthIncorporated 1998 Non-Employee Directors’ Stock Incentive Plan (the “Plan”) document.  The provisions of the Plan document areincorporated into this Stock Option Agreement (the “Agreement”) byreference.  All capitalized terms used inthis Agreement but not defined shall have the meanings set forth in the Plandocument.  In the event the Plan documentand this Agreement are not consistent, the terms of the Plan document shallgovern.

 

Vesting and StatedExpiration Date

 

Your Option will vest accordingto the following schedule if your service to the Company continues throughthe vesting date:

 
| **Number  Of Shares** | ** ** | **Vest Date** | ** ** | **Stated  Expiration Date** |
|-----------------------|------------|---------------|------------|-----------------------------|
|                  |       |          |       |                        |

 

In the event your serviceto the Company and its Subsidiaries terminates, any portion of the Option notvested at or before termination will be forfeited, except as otherwise providedin the Plan.

 

The Option shall expireat the stated expiration date, subject to earlier forfeiture or expiration asspecified in the Plan and this Agreement following your termination of serviceto the Company and its Subsidiaries and in other circumstances specifiedtherein and herein.

 

Notwithstanding anythingto the contrary in this Award Agreement, upon occurrence of a “Change inControl” (as such term is defined in the Plan), then any unvested portion ofyour Option will become immediately exercisable.

 

##### Exerciseof Options

 

You may exercise yourOption at such time as it has become exercisable only in accordance with thePlan and with any procedures that the Committee may set forth.

 

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Your sales of sharesacquired upon exercise of the Option will be subject to applicable restrictionsunder the Company’s policies regulating insider trading by non-employeedirectors.

 

Nontransferability ofOption

 

Except as otherwise maybe provided under the Plan, you cannot transfer, give or assign your Option toanyone except after your death by your will or by applicable inheritance laws,and during your lifetime your Option shall be exercisable only by you.

 

Governing Law

 

THE PLAN AND THISAGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARDTO ITS CONFLICTS OF LAW DOCTRINE.

 

ANY LEGAL PROCEEDING ARISING OUT OF THISAGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTS LOCATEDIN THE STATE OF NEW YORK.  YOU AGREE TOSUBMIT TO PERSONAL JURISDICTION AND TO VENUE IN THOSE COURTS.  YOU FURTHER AGREE TO WAIVE ALL LEGALCHALLENGES AND DEFENSES TO THE APPROPRIATENESS OF NEW YORK AS THE SITE OF ANYSUCH LEGAL PROCEEDING AND TO THE APPLICATION OF NEW YORK LAW.

 

Acceptance

 

You donot need to do anything if you want to accept your Options on the terms set outin this Agreement.  It would however helpus if you would sign this Agreement in the space indicated below and return acopy to us by mail to:

 

Equity Plans

Shared Business Services

861 Marcon Boulevard

Allentown, Pennsylvania18109

U.S.A.

 

If you do not want to accept your Option on the terms set outin this Agreement, please write to the Company at the above address, markingyour envelope to the attention of Laura Bartels, no later than                                  .  Your Option will then be cancelled.  If you do not write to us telling us that youdo not want your Option by                                 ,we will assume that you want to accept your Options and agree to the terms setout in this Agreement.

 

By signing below, youaccept your Option as described above and the terms and conditions set out inthis Agreement, the Plan and all related documents.  Copies of the Plan and such related documentsare being provided to you as part of this Agreement.

 
| **IMS HEALTH INCORPORATED**           |     |
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|                                  |     |
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| David M. Thomas                       | Director |
| Chairman and  Chief Executive Officer |     |

 

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