Exhibit 10.2

                             FIRST AMENDMENT TO THE
                     IMS HEALTH INCORPORATED RETIREMENT PLAN

                          EFFECTIVE AS OF JULY 19, 1999

         1. Article I of the IMS Health Incorporated Retirement Plan (the
"Plan") is hereby amended by deleting therefrom Section 1.12.

         2. Article I of the Plan is hereby further amended by adding the
following new Section 1.56 to the end thereof, to read in its entirety as
follows:

                  "1.56 '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)."

         3. The Plan is hereby further amended by deleting therefrom all
references to the term "Committee" and replacing therefor the term "Plan
Administrator."

         4. The Plan is hereby further amended by deleting therefrom subsection
(a)(10) of Section 10.1.

         5. The Plan is hereby further amended by deleting therefrom Section
10.2.


<PAGE>

         6. Section 10.3 of the Plan is hereby amended to read in its entirety
as follows:

                  "10.3 INDEMNIFICATION. In each case in which a director,
                  officer or Employee of an Employer is or was acting by
                  authority of the Board to carry out duties of the Plan
                  Administrator either individually or as a member of a
                  committee, the Employer, by the adoption of this Plan, shall
                  indemnify and hold such person or the members of such
                  committee (including their delegees), jointly and severally,
                  harmless from the effects and consequences of their acts,
                  omissions, and conduct in their official capacities, except to
                  the extent that the effects and consequences result from their
                  own willful misconduct or gross negligence in the performance
                  of their duties. The foregoing right of indemnification will
                  not be exclusive of other rights to which each such individual
                  may be entitled by any contract or other instrument or as a
                  matter of law."

         7. Section 10.5 of the Plan is hereby amended by deleting the first
sentence thereof.

         8. Section 12.1 of the Plan is hereby amended to read in its entirety
as follows:

                  "12.1 RIGHT TO AMEND THE PLAN. The Board has delegated to the
                  Employee Benefits Committee appointed by the Board the right
                  at any time to amend the Plan, provided that any such
                  amendment could not significantly affect the cost of the Plan.
                  If an amendment could significantly affect the cost of the
                  Plan, then such amendment may only be adopted by the Board.
                  Any amendment adopted by the Employee Benefits Committee or
                  the Board shall be binding upon each Employer. Except as
                  provided in Section 13.1 or 17.2, no such amendment(s) shall
                  have the effect of reverting to the Employer the whole or any
                  part of the principal or income for purposes other than for
                  the exclusive benefit of Members or Beneficiaries at any time
                  prior to the satisfaction of all the liabilities under the
                  Plan with respect to such persons. No amendment shall reduce a
                  Member's Accrued Benefit as of the effective date of the Plan
                  amendment or eliminate an optional form of benefit under the
                  Plan with respect to the Member's Accrued Benefit on the date
                  of the amendment."


                                      -2-