Exhibit 10.4.1

                             IMS HEALTH INCORPORATED

                      EXECUTIVE DEFERRED COMPENSATION PLAN






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                             IMS HEALTH INCORPORATED

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                      EXECUTIVE DEFERRED COMPENSATION PLAN

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1.  Purpose................................................................  1

2.  Definitions............................................................  1

3.  Administration.........................................................  2

4.  Participation..........................................................  3

5.  Deferrals..............................................................  3

6.  Deferral Accounts......................................................  4

7.  Settlement of Deferral Accounts........................................  6

8.  Provisions Relating to Section 16 of the Exchange Act
    and Section 162(m) of the Code.........................................  7

9.  Statements.............................................................  7

10. Sources of Stock:  Limitation on Amount of
    Stock-Denominated Deferrals............................................  7

11. Amendment/Termination..................................................  8

12. General Provisions.....................................................  8

13. Effective Date.........................................................  9




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                             IMS HEALTH INCORPORATED

                      EXECUTIVE DEFERRED COMPENSATION PLAN

      1. PURPOSE. The purpose of this Executive Deferred Compensation Plan (the
"Plan") is to provide to members of a select group of management or highly
compensated employees of IMS Health Incorporated (the "Company") and its
subsidiaries and/or its affiliates who are selected for participation in the
Plan a means to defer receipt of specified portions of compensation and to have
such deferred amounts treated as if invested in specified investment vehicles,
in order to enhance the competitiveness of the Company's executive compensation
program and, therefore, its ability to attract and retain qualified key
personnel necessary for the continued success and progress of the Company, and
to encourage such persons to retain a significant equity stake in the Company.

      2. DEFINITIONS. In addition to the terms defined in Section 1 above, the
following terms used in the Plan shall have the meanings set forth below:

         (a) "Administrator" shall mean the Compensation & Benefits Committee of
the Board of Directors or such other committee designated under Section 3(b), to
which the Board has delegated the authority to take action under the Plan.

         (b) "Beneficiary" shall mean the person, persons, trust or trusts
entitled by will or the laws of descent and distribution to receive the benefits
specified under the Plan upon a Participant's death, provided that, if and to
the extent authorized by the Administrator, a Participant may be permitted to
designate a Beneficiary, in which case the "Beneficiary" instead will be the
person, persons, trust or trusts (if any are then surviving) which have been
designated by a Participant in his or her most recent written beneficiary
designation filed with the Administrator to receive the benefits specified under
the Plan upon such Participant's death. Unless otherwise determined by the
Administrator, a Participant's designation of a Beneficiary other than the
Participant's spouse shall be subject to the written consent of the spouse.

         (c) "Board" or "Board of Directors" shall mean the Board of Directors
of the Company.

         (d) "Cash Deferral" shall mean that portion of the assets of a
Participant's Deferral account which is attributable to cash based deferrals
made by Participant and investment results earned (or lost) thereon.

         (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
References to any provision of the Code or regulation (including a proposed
regulation) thereunder shall include any successor provisions or regulations.

         (f) "Deferral Account" shall mean the account or subaccount established
and maintained by the Company for specified deferrals by a Participant, as
described in Section 6. Deferral Accounts will be maintained solely as
bookkeeping entries by the Company to evidence unfunded obligations of the
Company.

         (g) "Deferred Stock" shall mean a credit to the Participant's Deferral
Account representing the right to receive one share of Stock for each share of
Deferred Stock so credited, together with rights to dividend equivalents and
other rights and limitations specified in the Plan.



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         (h) "Disability" shall mean a physical or mental impairment of
sufficient severity such that a Participant is both eligible for and in receipt
of benefits under the long-term disability provisions of the Company's benefit
plans.

         (i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended. References to any provision of the Exchange Act or rule thereunder
shall include any successor provisions or rules.

         (j) "Participant" shall mean any employee of the Company or any
subsidiary or affiliate who is designated by the Administrator as eligible to
participate and who participates or makes an election to participate in the
Plan.

         (k) "Retirement" shall mean a Participant's voluntary termination of
employment (i) at or after attaining age 65 or (ii) prior to attaining age 65 if
such termination is approved in advance as a Retirement by the Administrator.

         (l) "Stock" shall mean the Company's Common Stock, $.01 par value, or
any other equity securities of the Company designated by the Administrator.

         (m) "Trust" shall mean any trust or trusts established by the Company
as part of the Plan; PROVIDED, HOWEVER, that the assets of such trusts shall
remain subject to the claims of the general creditors of the Company.

         (n) "Trustee" shall mean the trustee of a Trust.

         (o) "Trust Agreement" shall mean the agreement entered into between the
Company and the Trustee to carry out the purposes of the Plan, as amended or
restated from time to time.

         (p) "Valuation Date" shall mean the close of business on the last
business day of each calendar quarter or other periodic date specified by the
Administrator; PROVIDED, HOWEVER, that in the case of termination of employment
for reasons other than Retirement, death, or Disability, the Valuation Date
shall mean the close of business on the last business day of the year in which
employment terminates.

      3. ADMINISTRATION.

         (a) AUTHORITY. The Administrator (subject to the ability of the Board
of Directors to restrict the Administrator) shall administer the Plan in
accordance with its terms, and shall have all powers necessary to accomplish
such purpose, including the power and authority to construe and interpret the
Plan, to define the terms used herein, to prescribe, amend and rescind rules and
regulations, agreements, forms, and notices relating to the administration of
the Plan, to make all other determinations necessary or advisable for the
administration of the Plan, and to determine whether to terminate participation
of and accelerate distributions to Participants, including Participants who
engage in activities competitive with or not in the best interests of the
Company. Any actions of the Administrator with respect to the Plan and
determination in all matters referred to herein shall be conclusive and binding
for all purposes and upon all persons including the Company, the Administrator
and members of the committee serving as such, Participants and employees, and
their respective successors in interest (subject to the Board's authority to
oversee the Administrator). The Administrator may appoint agents and delegate
thereto powers and duties under the Plan, except as otherwise limited by the
Plan.

         (b) ADMINISTRATOR. The Administrator shall consist of such number of
members as shall be determined by the Board, each of whom shall be appointed by,
shall remain in office at the will of, and may be removed, with or without
cause, by the Board of Directors, and any member of the Administrator may resign
at any time. The Administrator may delegate administrative and other functions





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under the Plan to officers or employees of the Company and its subsidiaries. No
member of the committee serving as Administrator shall be entitled to act on or
decide any matter relating solely to himself or herself or any of his or her
rights or benefits under the Plan. No bond or other security shall be required
in connection with the Plan of the Administrator or any member of the committee
serving as such in any jurisdiction.

         (c) LIMITATION OF LIABILITY. Each member of the committee serving as
Administrator shall be entitled to, in good faith, rely or act upon any report
or other information furnished to him or her by any officer or other employee of
the Company or any subsidiary or affiliate, the Company's independent certified
public accountants, or any executive compensation consultant, legal counsel, or
other professional retained by the Company to assist in the administration of
the Plan. To the maximum extent permitted by law, no member of the committee
serving as Administrator, nor any person to whom ministerial duties have been
delegated under the Plan, shall be liable to any person for any action taken or
omitted in connection with the interpretation and administration of the Plan,
except for the willful misconduct or gross negligence of such member or person.

      4. PARTICIPATION. The Administrator shall determine those employees of the
Company and its subsidiaries and/or affiliates, from among the senior executives
who qualify as a select group of management or highly compensated employees, who
will be eligible to participate in the Plan. Such persons shall be notified of
such eligibility by the Company's Executive Compensation Department, subject to
the direction of the Administrator.

      5. DEFERRALS. To the extent authorized by the Administrator, a Participant
may elect to defer compensation or awards which may be in the form of cash,
Stock, Stock-denominated awards or other property to be received from the
Company or a subsidiary or affiliate, including salary, annual bonus awards,
long-term awards, shares issuable on stock option exercise and compensation
payable under other plans and programs, employment agreements or other
arrangements, or otherwise, as may be provided under the terms of such plans,
programs and arrangements or as designated by the Administrator.
Stock-denominated awards that the may authorize for deferral include (i) stock
unit awards such as Restricted Stock Units granted under the Company's
Employees' Stock Incentive Plan and (ii) the shares representing the profit upon
exercise of stock options granted under any Company plan, in circumstances in
which the option exercise price is paid by the surrender of previously acquired
shares. The foregoing notwithstanding, a Participant may defer, with respect to
a given year, receipt of only that portion of the Participant's salary, annual
bonus award, long-term award, shares issuable on stock option exercise and
compensation payable under other plans and programs, employment agreements or
other arrangements that exceeds the FICA maximum taxable wage base plus the
amount necessary to satisfy Medicare and all other payroll taxes (other than
Federal, state or local income tax withholding) imposed on the wages or
compensation of such Participant from the Company and its subsidiaries and
affiliates. In addition to such limitation, and any terms and conditions of
deferral set forth under plans, programs or arrangements from which receipt of
compensation or awards is deferred, the Administrator may impose limitations on
the amounts permitted to be deferred and other terms and conditions on deferrals
under the Plan. Any such limitations, and other terms and conditions of
deferral, shall be specified in documents setting forth terms and conditions of
deferrals under the Plan, rules relating to the Plan or election forms, other
forms, or instructions published by or at the direction of the Administrator.
The Administrator may permit awards and other amounts to be treated as deferrals
under the Plan, including deferrals that may be mandatory as determined by the
in its sole discretion or under the terms of another plan or arrangement of the
Company, for administrative convenience or otherwise to serve the purposes of
the Plan and such other plan or arrangement.

         (a) ELECTIONS. Once an election form, properly completed, is received
by the Company, the elections of the Participant shall be irrevocable; PROVIDED,
HOWEVER, that the Administrator may in its discretion determine that elections
are revocable until the deadline specified for the filing of such election;
PROVIDED FURTHER, that the Administrator may, in its discretion, permit a
Participant to elect a further deferral of amounts credited to a Deferral
Account by filing a later election form; and PROVIDED, FURTHER,

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that, unless otherwise approved by the Administrator, any election to further
defer amounts credited to a Deferral Account must be made at least one year
prior to the date such amounts would otherwise be payable.

         (b) DATE OF ELECTION. An election to defer compensation or awards
hereunder must be received by the Administrator prior to the date specified by
or at the direction of the Administrator. Under no circumstances may a
Participant defer compensation or awards to which the Participant has attained,
at the time of deferral, a legally enforceable right to current receipt of such
compensation or awards.

      6. DEFERRAL ACCOUNTS.

         (a) ESTABLISHMENT; CREDITING OF AMOUNTS DEFERRED. One or more Deferral
Accounts will be established for each Participant, as determined by the
Administrator. The amount of compensation or awards deferred with respect to
each Deferral Account will be credited to such Account as of the date on which
such amounts would have been paid to the Participant but for the Participant's
election to defer receipt hereunder, unless otherwise determined by the
Administrator. With respect to any fractional shares of Stock or
Stock-denominated awards, the Administrator shall determine whether to credit
the Deferral Account with a fraction of a share, to pay cash in lieu of the
fractional share or carry forward such cash amount under the Plan, round to the
nearest whole share, round to the next whole share, or round down to eliminate
the fractional share or otherwise make provision for the fractional share. With
respect to Cash Deferrals, amounts of hypothetical income and appreciation and
depreciation in value of such account will be credited and debited to, or
otherwise reflected in, such Account from time to time. Unless otherwise
determined by the Administrator (including under Section 6(e)), Cash Deferrals
shall be deemed invested in a hypothetical investment as of the date of
deferral.

         (b) INVESTMENT VEHICLES.

(i)      Amounts credited as Deferred Stock to a Participant=s Deferral Account
         (whether or not as a result of a Cash Deferral) may not be reallocated
         or deemed reinvested in any other investment vehicle, but shall remain
         as Deferred Stock until such time as the Deferral Account is settled in
         accordance with Section 7.

(ii)     Subject to the provisions of Sections 6(d) and 8, Cash Deferral amounts
         shall be deemed to be invested, at the Participant's direction, in one
         or more investment vehicles as may be specified from time to time by
         the Administrator; PROVIDED, HOWEVER, that the Administrator may
         expressly reserve the right to approve or disapprove any investment
         direction given by a Participant. The Administrator may change or
         discontinue any hypothetical investment vehicle available under the
         Plan in its discretion; PROVIDED, HOWEVER, that each affected
         Participant shall be given the opportunity, without limiting or
         otherwise impairing any other right of such Participant regarding
         changes in investment directions, to redirect the allocation of his or
         her Cash Deferral amount deemed invested in the discontinued investment
         vehicle among the other hypothetical investment vehicles, including any
         replacement vehicle.

         (c) DIVIDEND EQUIVALENTS AND ADJUSTMENTS. Deferred Stock credited to a
Participant's Deferral Account will be credited with Dividend Equivalents and
subject to adjustment as provided in this Section 6(c):

(i)      CASH DIVIDENDS. If the Company declares and pays a cash dividend on
         Stock, then a number of additional shares of Deferred Stock shall be
         credited to a Participant's Deferral Account as of the payment date for
         such dividend equal to (A) the number of shares of Deferred Stock
         credited to the Deferral Account as of the record date for such
         dividend, multiplied by (B) the amount of cash actually paid as a
         dividend on each share at such

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         payment date, divided by (C) the fair market value of a share of Stock
         at such payment date.

(ii)     NON-STOCK DIVIDENDS. If the Company declares and pays a dividend on
         Stock in the form of property other than shares of Stock, then a number
         of additional shares of Deferred Stock shall be credited to a
         Participant=s Deferral Account as of the payment date for such dividend
         equal to (A) the number of shares of Deferred Stock credited to the
         Deferral Account as of the record date for such dividend, multiplied by
         (B) the fair market value of any property other than shares actually
         paid as a dividend on each share at such payment date, divided by (C)
         the fair market value of a share of Stock on the day after such payment
         date.


(iii)    STOCK DIVIDENDS AND SPLITS. If the Company declares and pays a dividend
         on Stock in the form of additional shares of Stock, or there occurs a
         forward split of Stock, then a number of additional shares of Deferred
         Stock shall be credited to Participant=s Deferral Account as of the
         payment date for such dividend or forward Stock split equal to (A) the
         number of shares of Deferred Stock credited to the Deferral Account as
         of the record date for such dividend or split, multiplied by (B) the
         number of additional shares actually paid as a dividend or issued in
         such split in respect of each share of Stock.

(iv)     MODIFICATIONS TO DIVIDEND EQUIVALENTS POLICY. Other provisions of this
         Section 6(c) notwithstanding, the Administrator may modify the manner
         of payment or crediting of Dividend Equivalents hereunder, in order to
         coordinate the value of Deferral Accounts with any trust holding shares
         established under Section 6(e), for administrative convenience, or for
         any other reason.

(v)      ADJUSTMENTS. The number of shares of Deferred Stock credited to the
         Participant's Account may be adjusted by the Administrator in order to
         prevent dilution or enlargement of Participants= rights with respect to
         Deferred Stock, in the event of any unusual corporate transaction or
         event which affects the value of Common Stock, provided that any such
         adjustment shall be made taking into account any crediting of Deferred
         Stock to the Participant under other provisions of this Section 6(c) in
         connection with such transaction or event.

         (d) ALLOCATION AND REALLOCATION OF HYPOTHETICAL INVESTMENTS. A
Participant may allocate the Cash Deferral portion of his or her Deferral
Account to one or more of the hypothetical investment vehicles authorized under
the Plan. Subject to Section 6(b)(i) and any rules established by the
Administrator, a Participant may reallocate such Cash Deferrals as of the
Valuation Date or other date specified by the Administrator at or following the
filing of Participant's election to one or more of such hypothetical investment
vehicles, by filing with the Administrator a notice in such form as may be
specified by the Administrator. The Administrator may, in its discretion,
restrict allocation into or reallocation by specified Participants into or out
of specified investment vehicles or specify minimum or maximum amounts that may
be allocated or reallocated by Participants.

         (e) TRUSTS. The Administrator may, in its discretion, establish one or
more Trusts (including sub-accounts under such Trust(s)), and deposit therein
amounts of cash, Stock, or other property not exceeding the amount of the
Company's obligations with respect to a Participant's Deferral Account
established under this Section 6. In such case, the amounts of hypothetical
income and appreciation and depreciation in value of such Deferral Account shall
be equal to the actual income on, and appreciation and depreciation of, the
assets in such Trust(s). Other provisions of this Section 6 notwithstanding, the
timing of allocations and reallocations of assets in such a Deferral Account,
and the investment vehicles available with respect to the Cash Deferral portion
of the Deferral Account, may be varied to reflect the timing of actual
investments of the assets of such Trust(s) and the actual investments available
to such Trust(s).


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         (f) CASHLESS EXERCISE. If and to the extent permitted by the
Administrator, and subject to such terms and conditions as may be established by
the Administrator from time to time, a Participant may submit a request to the
Administrator to surrender (or constructively surrender) Deferred Stock
allocated to his or her Deferral Account to pay the purchase price of any stock
options of the Company granted to the Participant under another plan, program or
arrangement.

         (g) RESTRICTIONS ON PARTICIPANT DIRECTION. The provisions of Section
6(b), 6(d), and 7(c) notwithstanding, the Administrator may restrict or prohibit
reallocations of amounts deemed invested in specified investment vehicles, and
subject such amounts to a risk of forfeiture and other restrictions, in order to
conform to restrictions applicable to Stock, a Stock-denominated award, or any
other award or amount deferred under the Plan and resulting in such deemed
investment, to comply with any applicable law or regulation, or for such other
purpose as the Administrator may determine is not inconsistent with the Plan.

      7. SETTLEMENT OF DEFERRAL ACCOUNTS.

         (a) FORM OF PAYMENT. The Company shall settle a Participant's Deferral
Account, and discharge all of its obligations to pay deferred compensation under
the Plan with respect to such Deferral Account, as follows:

(i)      with respect to Cash Deferrals, payment of cash or, in the discretion
         of the Administrator, by delivery of other liquid assets (including
         Stock) having a fair market value equal to the Cash Deferral amount
         credited to the Deferral Account; provided, however, that, to the
         extent practicable, any assets delivered in settlement of Cash
         Deferrals shall be of the same type or kind as the investment vehicle
         in which those Cash Deferrals were deemed invested at the time of
         settlement; or

(ii)     with respect to Stock based deferral amounts, by delivery of shares of
         Stock, including shares of Stock delivered out of the assets of the
         Trust.

         (b) FORFEITURES UNDER OTHER PLANS AND ARRANGEMENTS. To the extent that
Stock or any other award or amount (i) is deposited in a Trust pursuant to
Section 6 in connection with a deferral of Stock, a Stock-denominated award, or
any other award or amount under another plan, program, employment agreement or
other arrangement, or otherwise is deemed to be deferred under the Plan without
such a deposit, and (ii) is forfeited pursuant to the terms of such plan,
program, agreement or arrangement, the Participant shall not be entitled to the
value of such Stock and other property related thereto (including without
limitation, dividends and distributions thereon) or other award or amount, or
proceeds thereof. Any Stock or Stock-denominated awards, other property or other
award or amount (and proceeds thereof) forfeited shall be returned to the
Company.

         (c) TIMING OF PAYMENTS. Payments in settlement of a Deferral Account
shall be made as soon as practicable after the date or dates (including upon the
occurrence of specified events), and in such number of installments, as may be
directed by the Participant in his or her election relating to such Deferral
Account, provided that, in the event of termination of employment for reasons
other than Retirement, death or Disability, a single lump sum payment in
settlement of any Deferral Account (including a Deferral Account with respect to
which one or more installment payments have previously been made) shall be made
as promptly as practicable following the next Valuation Date, unless otherwise
determined by the Administrator; provided further, that payments in settlement
of a Deferral Account will be made in accordance with Section 7(d) in the event
of a Change in Control; and provided further, that, unless otherwise determined
by the Administrator, payments in settlement of a Deferral Account will be made
in not more than ten installments and in no event later than ten years after the
Participant's termination of employment due to Retirement, death or Disability.

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         (d) CHANGE IN CONTROL. In the event of a "Change in Control," as
defined in this Section 7(d), the following provisions shall apply:

(i)      All deferral periods will be automatically accelerated to end at the
         time of the Change in Control, and each Deferral Account will be
         settled within five business days after the end of the deferral period,
         provided that the Administrator may accelerate this settlement (for all
         or specified parts of a Deferral Account) in anticipation of a Change
         in Control for any reason, subject to such conditions as the
         Administrator may impose; and

(ii)     If the Change in Control involves a transaction that is to be accounted
         for as a pooling of interests, then, regardless of any other rights the
         Participant may have hereunder, each Participant's rights hereunder
         will be adjusted or restricted to the extent necessary to ensure that
         such rights will not impair the pooling-of-interests accounting
         treatment of the transaction.

For purposes of the Plan, the term "Change in Control" has the meaning defined
in any employment agreement or change-in-control severance agreement between the
Company and the Participant in effect at the time such event occurs or, if no
such agreement is in effect at the relevant date, the meaning as defined in the
Company's Employees' Stock Incentive Plan; provided, however, no transaction in
which the Participant is actively participating in a capacity other than as a
director, officer, employee or stockholder of the Company will constitute a
Change in Control for purposes of that Participant's deferral account.

         (e) FINANCIAL EMERGENCY AND OTHER PAYMENTS. Other provisions of the
Plan (except Section 8) notwithstanding, if, upon the written application of a
Participant, the Administrator determines that the Participant has a financial
emergency of such a substantial nature, beyond the Participant's control, and as
to which the Participant lacks other readily available assets that could be used
to timely address the emergency, so that payment of amounts previously deferred
under the Plan is warranted, the Administrator may direct the payment to the
Participant of all or a portion of the balance of a Deferral Account and the
time and manner of such payment.

         (f) VOLUNTARY WITHDRAWAL WITH 10% PENALTY. A Participant may
voluntarily withdraw all or a portion of his or her Deferral Account balance
upon 30 days' notice to the Administrator, subject to a penalty equal to 10% of
the amount withdrawn; provided, however, that the Participant shall have no
right to withdraw Deferred Stock under this Section 7(f) if the existence of
such right would result in "variable" accounting under APB 25 with respect any
Deferred Stock or if such withdrawal is otherwise not approved by the
Administrator. The amount of any penalty under this Section 7(f) will be
forfeited and paid over to the Company.

      8. PROVISIONS RELATING TO SECTION 16 OF THE EXCHANGE ACT AND SECTION
         162(M) OF THE CODE.

         (a) AVOIDANCE OF LIABILITY UNDER SECTION 16. With respect to a
Participant who is then subject to the reporting requirements of Section 16(a)
of the Exchange Act, the Administrator shall implement transactions under the
Plan and administer the Plan in a manner that will ensure that each transaction
by such a Participant is exempt from liability under Rule 16b-3 or otherwise
will not result in liability under Section 16(b) of the Exchange Act.

         (b) COMPLIANCE WITH CODE SECTION 162(M). It is the intent of the
Company that any compensation (including any award) deferred under the Plan by a
person who is, with respect to the year of payout, determined by the
Administrator likely to be a "covered employee" within the meaning of Code
Section 162(m) and regulations thereunder, shall not, as a result of deferral
hereunder, become compensation with respect to which the Company would not be
entitled to a tax deduction under Code Section 162(m). Accordingly, unless
otherwise determined by the Administrator, if any payment in

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settlement of a Deferral Account would be subject to a loss of deductibility by
the Company at the a time of scheduled settlement hereunder, the terms of such
deferral shall be automatically modified to the extent necessary to ensure that
the compensation will be, at the time of settlement hereunder, fully deductible
by the Company.

      9. STATEMENTS. The Administrator will furnish statements, at least once
each calendar year, to each Participant reflecting the amounts credited to a
Participant's Deferral Accounts, transactions therein since the date reported on
in the last previous statement, and other information deemed relevant by the
Administrator.

     10. SOURCES OF STOCK: LIMITATION ON AMOUNT OF STOCK-DENOMINATED
DEFERRALS. Shares of Stock deliverable in settlement of Deferred Stock,
including shares deposited under the Plan in a Trust pursuant to Section 6 in
connection with a deferral of a Stock-denominated award granted or acquired
under another plan, program, employment agreement or other arrangement that
provides for the issuance of shares, shall be deemed to have originated, and
shall be counted against the number of shares reserved, under such other plan,
program or arrangement. Shares of Stock actually delivered in settlement of such
deferral shall be originally issued shares or treasury shares in accordance with
the terms of such other plan, program or arrangement. If the authorizes deemed
investments in Deferred Stock by Participants deferring cash, and any shares to
be deposited under the Plan in a Trust in connection with such deemed
investments in Deferred Stock or otherwise to be delivered in settlement of
Deferred Stock shall be solely treasury shares or shares acquired in the market
by or on behalf of the Trust. The shall reserve a specified number of shares of
Stock held in treasury by the Company for the delivery in connection with such
cash deferrals at the time it authorizes Deferred Stock as an investment vehicle
for Cash Deferrals.

     11. AMENDMENT/TERMINATION. The Administrator may, with prospective or
retroactive effect, amend, alter, suspend, discontinue, or terminate the Plan at
any time without the consent of Participants, stockholders, or any other person;
PROVIDED, HOWEVER, that, without the consent of a Participant, no such action
shall materially and adversely affect the rights of such Participant with
respect to any rights to payment of amounts credited to such Participant's
Deferral Account. The foregoing notwithstanding, the Administrator may terminate
the Plan (in whole or in part) and distribute to Participants (in whole or in
part) the amounts credited to his or her Deferral Accounts, and reserves the
right to accelerate the settlement of any individual Participant's Deferral
Account (in whole or in part). The termination of the Plan, and any amendment or
alteration to the Plan that is beyond the scope of the authority or the
Administrator, shall be subject to the approval of the Board of Directors.

     12. GENERAL PROVISIONS.

         (a) LIMITS ON TRANSFER OF AWARDS. Other than by will or the laws of
descent and distribution, no right, title or interest of any kind in the Plan or
to a payment under the Plan shall be transferable or assignable by a Participant
or his or her Beneficiary, shall be subject to alienation, anticipation,
encumbrance, garnishment, attachment, levy, execution or other legal or
equitable process, nor shall be subject to the debts, contracts, liabilities or
engagements, or torts of any Participant or his or her Beneficiary. Any attempt
to alienate, sell, transfer, assign, pledge, garnish, attach or take any other
action subject to legal or equitable process or encumber or dispose of any
interest in the Plan shall be void.

         (b) RECEIPT AND RELEASE. Payments (in any form) to any Participant or
Beneficiary in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims for the compensation or awards
deferred and relating to the Deferral Account to which the payments relate
against the Company or any subsidiary or affiliate, and the Administrator may
require such Participant or Beneficiary, as a condition to such payments, to
execute a receipt and release to such effect. In the case of any payment under
the Plan of less than all amounts then credited to an account in the form of
Deferred

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Stock, the amounts paid shall be deemed to relate to the Deferred Stock credited
to the account at the earliest time.

         (c) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan is intended
to constitute an "unfunded" plan for deferred compensation and Participants
shall rely solely on the unsecured promise of the Company for payment hereunder.
With respect to any payment not yet made to a Participant under the Plan,
nothing contained in the Plan shall give a Participant any rights that are
greater than those of a general unsecured creditor of the Company; PROVIDED,
HOWEVER, that the Administrator may authorize the creation of Trusts, including
but not limited to the Trusts referred to in Section 6 hereof, or make other
arrangements to meet the Company's obligations under the Plan, which Trusts or
other arrangements shall be consistent with the "unfunded" status of the Plan
unless the Administrator otherwise determines with the consent of each affected
Participant.

         (d) COMPLIANCE. A Participant in the Plan shall have no right to
receive payment (in any form) with respect to his or her Deferral Account until
legal and contractual obligations of the Company relating to establishment of
the Plan and the making of such payments shall have been complied with in full.
In addition, the Company shall impose such restrictions on Stock delivered to a
Participant hereunder and any other interest constituting a security as it may
deem advisable in order to comply with the Securities Act of 1933, as amended,
the requirements of the New York Stock Exchange or any other stock exchange or
automated quotation system upon which the Stock is then listed or quoted, any
state securities laws applicable to such a transfer, any provision of the
Company's Certificate of Incorporation or By-Laws, or any other law, regulation,
or binding contract to which the Company is a party.

         (e) OTHER PARTICIPANT RIGHTS. No Participant shall have any of the
rights or privileges of a stockholder of the Company under the Plan, including
as a result of the crediting of Stock equivalents or other amounts to a Deferral
Account, or the creation of any Trust and deposit of such Stock therein, except
at such time as Stock may be actually delivered in settlement of a Deferral
Account. No provision of the Plan or transaction hereunder shall confer upon any
Participant any right to be employed by the Company or a subsidiary or
affiliate, or to interfere in any way with the right of the Company or a
subsidiary or affiliate to increase or decrease the amount of any compensation
payable to such Participant. Subject to the limitations set forth in Section
12(a) hereof, the Plan shall inure to the benefit of, and be binding upon, the
parties hereto and their successors and assigns.

         (f) TAX WITHHOLDING. The Company and any subsidiary or affiliate shall
have the right to deduct from amounts otherwise payable by the Company or any
subsidiary or affiliate to the Participant, including compensation not subject
to deferral as well as amounts payably hereunder in settlement of the
Participant's Deferral Account, any sums that federal, state, local or foreign
tax law requires to be withheld with respect to the deferral of compensation
hereunder, transactions affecting the Participant's deferral account, and
payments in settlement of the Participant's Deferral Account, including FICA,
Medicare and other employment taxes. Shares may be withheld to satisfy such
obligations in any case where taxation would be imposed upon the delivery of
shares, except that shares issued or delivered under any plan, program,
employment agreement or other arrangement may be withheld only in accordance
with the terms of such plan, program, employment agreement or other arrangement
and any applicable rules, regulations, or resolutions thereunder.

         (g) RIGHT OF SETOFF. The Company or any subsidiary may, to the extent
permitted by applicable law, deduct from and set off against any amounts the
Company or a subsidiary may owe to the Participant from time to time, including
amounts payable in connection with Participant's Deferral Account, owed as
wages, fringe benefits, or other compensation owed to the Participant, such
amounts as may be owed by the Participant to the Company, although the
Participant shall remain liable for any part of the Participant's payment
obligation not satisfied through such deduction and setoff. By electing to
participant in the Plan and defer compensation hereunder, the Participant agrees
to any deduction or setoff under this Section 12(g).


                                      -9-

<PAGE>


         (h) GOVERNING LAW. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of New York, without giving effect to
principles of conflicts of laws, and applicable provisions of federal law.

         (i) LIMITATION. A Participant and his or her Beneficiary shall assume
all risk in connection with any decrease in value of the Deferral Account and
neither the Company nor the Administrator shall be liable or responsible
therefor.

         (j) CONSTRUCTION. The captions and numbers preceding the sections of
the Plan are included solely as a matter of convenience of reference and are not
to be taken as limiting or extending the meaning of any of the terms and
provisions of the Plan. Whenever appropriate, words used in the singular shall
include the plural or the plural may be read as the singular.

         (k) SEVERABILITY. In the event that any provision of the Plan shall be
declared illegal or invalid for any reason, said illegality or invalidity shall
not affect the remaining provisions of the Plan but shall be fully severable,
and the Plan shall be construed and enforced as if said illegal or invalid
provision had never been inserted herein.

         (l) STATUS. The establishment and maintenance of, or allocations and
credits to, the Deferral Account of any Participant shall not vest in any
Participant any right, title or interest in and to any Plan assets or benefits
except at the time or times and upon the terms and conditions and to the extent
expressly set forth in the Plan and in accordance with the terms of the Trust.

     13. EFFECTIVE DATE. The Plan shall be effective as of July 20, 1999.


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