**Exhibit10.8**

 

IMSHEALTH INCORPORATED

 

DEFINEDCONTRIBUTION EXECUTIVE RETIREMENT PLAN

 

 

AsAmended and Restated Effective as of January 1, 2009

 

----

 

**TABLE OF CONTENTS**

 
| ** **                       | ** **                                      | **Page** |
|----------------------------------|-------------------------------------------------|----------|
| ** **                       |                                            |     |
| **INTRODUCTION**                 |                                            | 1        |
|                             |                                            |     |
| **SECTION 1 - DEFINITIONS** |                                            | 1        |
|                             |                                            |     |   |
| 1.1                              | “Affiliated  Employer”                |     | 1 |
| 1.2                              | “Basic  Disability Plan”              |     | 1 |
| 1.3                              | “Basic  Plan”                         |     | 1 |
| 1.4                              | “Basic  Rate”                         |     | 2 |
| 1.5                              | “Benefit  Payment Date”               |     | 2 |
| 1.6                              | “Board”                               |     | 2 |
| 1.7                              | “Cause”                               |     | 2 |
| 1.8                              | “CEO”                                 |     | 3 |
| 1.9                              | “Change  in Control”                  |     | 3 |
| 1.10                             | “Change  in Control Agreement”        |     | 5 |
| 1.11                             | “Code”                                |     | 6 |
| 1.12                             | “Committee”                           |     | 6 |
| 1.13                             | “Company”                             |     | 6 |
| 1.14                             | “Compensation”                        |     | 6 |
| 1.15                             | “Designated  Beneficiary”             |     | 6 |
| 1.16                             | “Disability”  or “Disabled” |     | 7 |
| 1.17                             | “Effective  Date”                     |     | 7 |
| 1.18                             | “Entry  Age”                          |     | 7 |
| 1.19                             | “ERISA”                               |     | 7 |
| 1.20                             | “Former  Member”                      |     | 7 |
| 1.21                             | “Good  Reason”                        |     | 7 |
| 1.22                             | “Investment  Credits”                 |     | 9 |
| 1.23                             | “Member”                              |     | 10 |
| 1.24                             | “Past  Service”                       |     | 10 |
| 1.25                             | “Past  Service Contributions Rate”    |     | 10 |
| 1.26                             | “Plan”                                |     | 11 |
| 1.27                             | “Plan  Administrator”                 |     | 11 |
| 1.28                             | “Potential  Change in Control”        |     | 11 |
| 1.29                             | “Regulations”                         |     | 12 |
| 1.30                             | “Retirement”                          |     | 12 |
| 1.31                             | “Retirement  Account”                 |     | 12 |
| 1.32                             | “Retirement  Benefit”                 |     | 12 |
| 1.33                             | “Retirement  Credits”                 |     | 12 |
| 1.34                             | “Separation  from Service”            |     | 12 |
| 1.35                             | “Service”                             |     | 12 |
| 1.36                             | “Specified  Employee”                 |     | 13 |
| 1.37                             | “Vested  Former Member”               |     | 13 |

 

i

----

 
| **SECTION 2 - PARTICIPATION**                    |                                    | 14     |
|-------------------------------------------------------|-----------------------------------------|--------|
|                                                  |                                    |   |   |
| 2.1                                                   | Commencement  of Participation          |   | 14 |
| 2.2                                                   | Termination  of Participation           |   | 14 |
|                                                  |                                    |   |   |
| **SECTION 3 - AMOUNT AND FORM OF BENEFITS** |                                    | 15     |
|                                                  |                                    |   |   |
| 3.1                                                   | Retirement  Benefit                     |   | 15 |
| 3.2                                                   | Time  and Form of Payment          |   | 17 |
| 3.3                                                   | Nonpayment  of Benefits                 |   | 21 |
| 3.4                                                   | Notification  of Nonpayment of Benefits |   | 22 |
| 3.5                                                   | Repayment  of Benefits                  |   | 23 |
| 3.6                                                   | Change  in Control                      |   | 23 |
|                                                  |                                    |   |   |
| **SECTION 4 - DEATH BENEFITS**                   |                                    | 26     |
|                                                  |                                    |   |   |
| 4.1                                                   | Death  Prior to Benefit Payment Date    |   | 26 |
| 4.2                                                   | Death  On or After Benefit Payment Date |   | 27 |
|                                                  |                                    |   |   |
| **SECTION 5 - PLAN ADMINISTRATOR**               |                                    | 27     |
|                                                  |                                    |   |   |
| 5.1                                                   | Duties  and Authority                   |   | 27 |
| 5.2                                                   | Presentation  of Claims                 |   | 27 |
| 5.3                                                   | Claims  Denial Notification             |   | 28 |
| 5.4                                                   | Claims  Review Procedure                |   | 28 |
| 5.5                                                   | Timing                                  |   | 29 |
| 5.6                                                   | Final  Decision                         |   | 29 |
| 5.7                                                   | Delayed  Payments                       |   | 30 |
|                                                  |                                    |   |   |
| **SECTION 6- MISCELLANEOUS**                     |                                    | 31     |
|                                                  |                                    |   |   |
| 6.1                                                   | Amendment;  Suspension                  |   | 31 |
| 6.2                                                   | Termination                             |   | 33 |
| 6.3                                                   | No  Employment Rights                   |   | 37 |
| 6.4                                                   | Unfunded  Status                        |   | 37 |
| 6.5                                                   | Arbitration                             |   | 38 |
| 6.6                                                   | No  Alienation                          |   | 39 |
| 6.7                                                   | Withholding                             |   | 39 |
| 6.8                                                   | Governing  Law                          |   | 39 |
| 6.9                                                   | Successors                              |   | 40 |
| 6.10                                                  | Integration                             |   | 40 |
|                                                  |                                    |   |   |   |
| **Appendix A**                                        |                                    | 42     |
| **Appendix B**                                        |                                    | 43     |
|                                                       |                                         |        |  |  |

 

ii

----

 

IMSHEALTH INCORPORATED

 

DEFINEDCONTRIBUTION EXECUTIVE RETIREMENT PLAN

 

AsAmended and Restated Effective as of January 1, 2009

 

**INTRODUCTION**

 

Effectiveas of January 1, 2007, the IMS Health Incorporated Defined ContributionExecutive Retirement Plan (the “Plan”) was established to provide a means ofensuring the payment of a competitive level of retirement and survivorbenefits, and thereby attract, retain and motivate a select group of executivesof IMS Health Incorporated and its affiliated employers. This documentrepresents a complete restatement of the Plan effective as of January 1,2009.

 

**SECTION 1 - DEFINITIONS**

 

1.1         “Affiliated Employer” shall mean an entity affiliated with the Company.

 

1.2         “Basic Disability Plan” shall mean as to any Member the long-term disabilityplan of the Company or an Affiliated Employer pursuant to which long-termdisability benefits are payable to such Member.

 

1.3         “Basic Plan”shall mean as to any Member or Vested Former Member the defined benefit pensionplan of the Company or an Affiliated Employer intended to meet the requirementsof Code Section 401(a) pursuant to which retirement benefits arepayable to such Member or Vested Former Member or to the Designated Beneficiaryof a deceased Member or Vested Former Member.

 

----

 

1.4         “Basic Rate”shall mean, with respect to any Member, the percentage specified in Appendix Ato this Plan which is applicable to a Member whose Entry Age is the same assuch Member’s Entry Age.

 

1.5         “Benefit Payment Date” shall mean the date on which a Member’s or VestedFormer Member’s Retirement Benefit is paid to such Member or Vested FormerMember in accordance with Section 3.2 or to such Member’s or Vested FormerMember’s Designated Beneficiary in accordance with Section 4.1.

 

1.6         “Board”shall mean the Board of Directors of IMS Health Incorporated, except that anyaction authorized to be taken by the Board hereunder may also be taken by aduly authorized committee of the Board or its duly authorized delegees.

 

1.7         “Cause”  A Member shall not be deemed to have beenterminated for “Cause” under this Plan unless such Member shall have beenterminated for “Cause” under the terms of such Member’s employment agreement orChange in Control Agreement with the Company, if any.  If no such employment agreement or Change inControl Agreement containing a definition of “Cause” shall be in effect, forpurposes of this Plan “Cause” shall mean a Member’s:

 

(a)          willful and continued failure to substantially perform hisor her duties (other than any such failure resulting from incapacity due tophysical or mental illness or Disability or any failure after the issuance of anotice of

 

2

----

 

termination by the Member for GoodReason) which failure is demonstrably and materially damaging to the financialcondition or reputation of the Company and/or its Affiliated Employers, andwhich failure continues more than 48 hours after a written demand for substantialperformance is delivered to the Member by the Company, which demandspecifically identifies the manner in which the Company believes that theMember has not substantially performed his or her duties; or

 

(b)                            the willful engaging by the Memberin conduct which is demonstrably and materially injurious to the Company,monetarily or otherwise.

 

No act, or failure to act, on the part of the Member shallbe deemed “willful” unless done, or omitted to be done, by the Member not ingood faith and without reasonable belief that his or her action or omission wasin the best interest of the Company.

 

1.8         “CEO” shall mean the Chief Executive Officer of the Company.

 

1.9         “Change in Control”  If a “Change inControl” shall have occurred or shall be deemed to have occurred under theterms of a Member’s or Vested Former Member’s Change in Control Agreement oremployment agreement with the Company, if any, then a “Change in Control” shallbe deemed to have occurred under this Plan.  Otherwise a “Change in Control” shall be deemed to have occurred if:

 

3

----

 

(a)          any “Person” as such term is used for purposes of Sections13(d) or 14(d) of the Securities Exchange Act of 1934, as amended(the “Exchange Act”) (other than the Company, any trustee or other fiduciaryholding securities under an employee benefit plan of the Company, or anycompany owned, directly or indirectly, by the stockholders of the Company insubstantially the same proportions as their ownership of stock of the Company),becomes the “Beneficial Owner” (as defined in Rule 13d-3 of the ExchangeAct), directly or indirectly, of securities of the Company representing 20% ormore of the combined voting power of the Company’s then outstanding securities;

 

(b)         during any period of 24 months (not including any periodprior to the Effective Date), individuals who at the beginning of such periodconstitute the Board, and any new director (other than (i) a directornominated by a Person who has entered into an agreement with the Company toeffect a transaction described in Sections 1.9(a), (c), or (d) hereof, (ii) adirector nominated by any Person (including the Company) who publicly announcesan intention to take or to consider taking actions (including, but not limitedto, an actual or threatened proxy contest) which if consummated wouldconstitute a Change in Control, or (iii) a director nominated by anyPerson who is the Beneficial Owner, directly or indirectly, of securities ofthe Company representing 10% or more of the combined voting power of theCompany’s securities) whose election by the Board or nomination for election bythe Company’s stockholders was

 

4

----

 

approved in advance by a vote of atleast two-thirds (2/3) of the directors then still in office who either weredirectors at the beginning of the period or whose election or nomination forelection was previously so approved, cease for any reason to constitute atleast a majority thereof;

 

(c)          any transaction (or series oftransactions) is consummated under which the Company is merged or consolidatedwith any other company, other than a merger or consolidation (i) whichwould result in the voting securities of the Company outstanding immediatelyprior thereto continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving entity) more than 662/3% of the combined voting power of the voting securities of the Company orsuch surviving entity outstanding immediately after such merger orconsolidation, and (ii) after which no Person holds 20% or more of thecombined voting power of the then outstanding securities of the Company or suchsurviving entity;

 

(d)                            a sale or disposition by the Companyof all or substantially all of the Company’s assets is consummated or thestockholders of the Company approve a plan of complete liquidation of theCompany; or

 

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

 

1.10       “Change in Control Agreement” shall mean any written agreement in effect between anyMember or Former Member or Vested Former Member and

 

5

----

 

the Company or an AffiliatedEmployer pursuant to which benefits may be payable to such Member or FormerMember or Vested Former Member in connection with a Change in Control.

 

1.11       “Code” shall mean the Internal Revenue Code of 1986, as amendedfrom time to time.

 

1.12       “Committee” shall mean the Human Resources Committee of the Board.

 

1.13       “Company” shall mean IMS Health Incorporated.

 

1.14       “Compensation” shall mean base salary, annual bonuses, commissions,overtime and shift pay, in each case prior to reductions for electivecontributions under Sections 401(k), 125 and 132(f)(4) of the Code anddeferred compensation under any nonqualified deferred compensation plan.  Notwithstanding the foregoing, Compensationshall exclude severance pay (including, without limitation, severance pay underthe Company’s Employee Protection Plan), stay-on bonuses, long-term bonuses,retirement income, change-in-control payments, contingent payments, amountspaid under this Plan or any other retirement plan or deferred compensationplan, income derived from stock options, stock appreciation rights and otherequity-based compensation and other forms of special remuneration.

 

1.15       “Designated Beneficiary” shall mean one or more persons,estates or other entities, designated in accordance with such procedures as maybe specified by the Plan Administrator, that are entitled to receive benefitsunder the

 

6

----

 

Plan upon the death of a Member orVested Former Member and, in the absence of any such designation, the Member’sor Vested Former Member’s estate.

 

1.16       “Disability” or “Disabled” shall mean disability or disabledfor purposes of the Basic Disability Plan.

 

1.17       “Effective Date” shall mean January 1, 2007.  The effective date of this amendment andrestatement shall mean January 1, 2009.

 

1.18       “Entry Age” shall mean a Member’s age on the date that such Membercommences participation in the Plan in accordance with Section 2.1.

 

1.19       “ERISA” shall mean the Employee Retirement Income Security Act of1974, as amended.

 

1.20       “Former Member” shall mean (a) a Member whose employment with theCompany or an Affiliated Employer terminates before he or she has completedfive or more years of Service, or (b) a Member who was removed fromparticipation in the Plan, in accordance with Section 2.2 hereof, beforehe or she has completed five or more years of Service.

 

1.21       “Good Reason”  Ifa Member shall have terminated employment for “Good Reason” under the terms ofsuch Member’s Change in Control Agreement or employment agreement with theCompany, if any, then such Member shall be deemed to have terminated employmentfor “Good Reason” under this Plan. Otherwise “Good Reason” shall mean, without the Member’s

 

7

----

 

express written consent, theoccurrence of any of the following circumstances unless, such circumstances arefully corrected prior to the date of termination specified in the notice oftermination given in respect thereof:

 

(a)          the assignment to the Member of anyduties inconsistent with the Member’s position in the Company, or an adversealteration in the nature or status of the Member’s responsibilities or theconditions of the Member’s employment;

 

(b)         a reduction by the Company in theMember’s annual base salary, target bonus or perquisites except for across-the-boardperquisite reductions similarly affecting all senior executives of the Companyand all senior executives of any Person, as such term is used for purposes ofSections 13(d) or 14(d) of the Securities Exchange Act of 1934, asamended, in control of the Company;

 

(c)          the relocation of the principalplace of the Member’s employment to a location more than 50 miles from thelocation of such place of employment; for this purpose, required travel on theCompany’s business will not constitute a relocation so long as the extent ofsuch travel is substantially consistent with the Member’s customary businesstravel obligations;

 

(d)         the failure by the Company to pay tothe Member any portion of the Member’s compensation or to pay to the Member anyportion of an

 

8

----

 

installment of deferred compensationunder any deferred compensation program of the Company within seven days of thedate such compensation is due;

 

(e)          the failure by the Company tocontinue in effect any material compensation or benefit plan in which theMember participated unless an equitable arrangement (embodied in an ongoingsubstitute or alternative plan) has been made with respect to such plan, or thefailure by the Company to continue the Member’s participation therein (or insuch substitute or alternative plan) on a basis not materially less favorable,both in terms of the amounts of benefits provided and the level of the Member’sparticipation relative to other participants;

 

(f)          the failure of the Company to obtaina satisfactory agreement from any successor to the Company to fully assume theCompany’s obligations and to perform under this Plan, as contemplated in Section 6.9hereof;

 

(g)         with respect to any Member who is aparty to an employment agreement or a Change in Control Agreement, anypurported termination of such Member’s employment that is not effected pursuantto the notice provisions, if any, in such Member’s employment agreement orChange in Control Agreement.

 

1.22       “Investment Credits” shall mean notionaladditions to the Retirement Account determined in accordance with Section 3.1(d)

 

9

----

 

1.23       “Member” shall mean an employee of theCompany or an Affiliated Employer who becomes a participant in the Planpursuant to Section 2, but excludes any Former Member or Vested FormerMember.

 

1.24       “Past Service” shall mean a Member’s Service as ofthe date of his or her commencement of participation in the Plan includingService prior to the Effective Date of this Plan.  If a Member was employed by a companyacquired by the Company or an Affiliated Employer after the Effective Date,such Member’s service with that company prior to the date of acquisition willnot constitute Past Service hereunder unless otherwise approved by theCommittee. Upon commencement of participation hereunder in accordance with Section 2.1hereof, the Committee may limit any Service otherwise to constitute PastService hereunder with respect to periods prior to the date of participation inthe Plan.  The foregoing notwithstanding,Past Service shall include the number of additional years (or other additionalperiod) credited as “service” for purposes of Past Service under the Plan tothe Member or Vested Former Member under this Plan or under an employmentagreement between the Company or an Affiliated Employer and such person ineffect at the time of such person’s Separation from Service, or otherwiseapproved by the Committee.

 

1.25       “Past Service Contributions Rate” shall mean, with respect to any Member, thepercentage specified in Appendix A to this Plan which is applicable to a Memberwhose Past Service is the same as such Member’s Past Service.

 

10

----

 

1.26       “Plan” shall mean this IMS HealthIncorporated Defined Contribution Executive Retirement Plan, as embodiedherein, and any amendments thereto.

 

1.27       “Plan Administrator” shall mean the Company, except thatany action authorized to be taken by the Plan Administrator hereunder may alsobe taken by any committee or person(s) duly authorized by the Board or theduly authorized delegees of such duly authorized committee or person(s).

 

1.28       “Potential Change in Control” If a “Potential Change in Control” shall have occurred or shall bedeemed to have occurred under the terms of a Member’s Change in ControlAgreement or employment agreement with the Company, if any, then a “PotentialChange in Control” shall be deemed to have occurred under this Plan.  Otherwise a “Potential Change in Control”shall be deemed to have occurred if:

 

(a)         the Company enters into anagreement, the consummation of which would result in the occurrence of a Changein Control;

 

(b)         any Person (including the Company),as defined in Section 1.9(a) hereof, publicly announces an intentionto take or to consider taking actions which if consummated would constitute aChange in Control; or

 

(c)         the Board adopts a resolution to theeffect that, for purposes of this Plan, a Potential Change in Control hasoccurred.

 

11

----

 

1.29       “Regulations” shall mean proposed and finalTreasury Regulations, as the same may be amended from time to time.

 

1.30       “Retirement” shall mean a Member’s or Vested Former Member’s Separationfrom Service for any reason other than Cause after completing five years ofService or by reason of such Member’s or Vested Former Member’s Disability.

 

1.31       “Retirement Account”  shall meanthe notional account created and maintained for each Member and Vested FormerMember, which shall be the sum of the Retirement Credits and Investment Creditsthereon, as provided in Sections 3.1(c) and (d) hereof.

 

1.32       “Retirement Benefit” shall mean the benefit described in Section 3.1(b) hereof.

 

1.33       “Retirement Credits” shall mean notionaladditions to the Retirement Account determined in accordance with Section 3.1(c).

 

1.34       “Separation from Service” shall meantermination of employment with the Company and any Affiliated Employer.  Whether a Member or Vested Former Member hashad a Separation from Service shall be determined by the Plan Administrator onthe basis of all relevant facts and circumstances and with reference to RegulationsSection 1.409A-1(h).

 

1.35       “Service” shall mean a Member’s or Vested Former Member’s period ofemployment with the Company or an Affiliated Employer that is counted

 

12

----

 

as Service according to the ServiceCounting Rules set forth in Appendix B, except that (a) Service priorto the date of commencement of participation in this Plan will be disregarded;and (b) no service of a Former Member or Vested Former Member during anyperiod after removal from participation under Section 2.2 shall constituteService for purposes of the Plan. The foregoing notwithstanding, there shall beincluded as Service the number of additional years (or other additional period)credited as “service” for purposes of the Plan to the Member or Former Memberor Vested Former Member under this Plan or under an employment agreementbetween the Company or an Affiliated Employer and such person in effect at thetime of such person’s Separation from Service, or otherwise approved by theCommittee.

 

1.36       “Specified Employee”shall mean an employee who satisfies the requirements for being designated a “keyemployee” under Section 416(i)(1)(A)(i), (ii) or (iii) of theCode without regard to Section 416(i)(5) of the Code at any timeduring a calendar year, in which case such employee shall be considered aSpecified Employee for the twelve-month period beginning on the first day ofthe fourth month immediately following the end of such calendar year.

 

1.37       “Vested Former Member” shall mean (a) a Member whoseemployment with the Company or an Affiliated Employer terminates on or afterthe date on which he or she has completed five or more years of Service, or (b) aMember who was removed from participation in the Plan, in accordance

 

13

----

 

with Section 2.2 hereof, on orafter the date on which he or she has completed five or more years of Service.

 

**SECTION 2- PARTICIPATION**

** **

2.1         Commencement of Participation. Such key executives of the Company and its Affiliated Employers as aredesignated by the CEO in writing and approved by the Committee shallparticipate in the Plan as of a date determined by the Committee.

 

2.2         Termination of Participation. A Member’s participation in the Plan shall terminate upon his or herSeparation from Service. Prior to Separation from Service, a Member may beremoved, upon written notice by the CEO, and as approved by the Committee, fromfurther participation in the Plan.  As ofthe date of Separation from Service or removal, no further benefits shallaccrue to such individual hereunder except as provided in Sections 3 and 6hereof.

 

14

----

 

**SECTION 3 - AMOUNT AND FORM OF BENEFITS**

** **

3.1           Retirement Benefit

 

(a)           Eligibility.  Upon the Retirement of a Member or Vested Former Member, he or she shallbe entitled to the Retirement Benefit described in Section 3.1(b), payablein the form specified in Section 3.2.

 

(b)           Retirement Benefit. A notional Retirement Account shall be created and maintainedfor each Member and Vested Former Member and shall be the sum of the RetirementCredits and annual Investment Credits thereon, as provided in Sections 3.1(c) and(d), respectively.  A Member’s or VestedFormer Member’s Retirement Benefit shall be equal to the value of his or herRetirement Account, which shall be created and maintained solely for thepurpose of calculating the Retirement Benefit under this Plan.

 

(c)           Retirement Credits. Foreach calendar year, each Member shall have his or her Retirement Accountcredited with notional Retirement Credits in an amount equal to the Member’sBasic Rate times the Member’s Compensation for such calendar year. In addition,for each of the first ten calendar years of a Member’s participation in thePlan, such Member shall have his or her Retirement Account credited with anadditional notional Retirement Credit in an amount equal to the Member’s PastService Contributions Rate times the Member’s Compensation for such calendaryear.  A Member’s Retirement Credits shall beallocated to the Member’s Retirement Account as of the end of each calendaryear.  Notwithstanding

 

15

----

 

the foregoing, Retirement Creditsmade with respect to the calendar year in which a Member’s Separation fromService occurs shall be made as soon as administratively practicable followingsuch Separation from Service rather than at the end of such calendar year andin no event later than the Member’s Benefit Payment Date.

 

(d)           Investment Credits. A Member’s or a Vested Former Member’s Retirement Account shall becredited as of the last day of each calendar year with a notional InvestmentCredit calculated by multiplying the Member’s or Vested Former Member’sRetirement Account as of such date (before the addition of any RetirementCredits for such calendar year) by the average of the annual yields at the endof each month in such calendar year on the AA-AAA Rated/10+ Years Component ofthe Merrill Lynch U.S. Corporate Master Index for such calendar year.  Notwithstanding the foregoing, InvestmentCredits made with respect to the calendar year in which a Member’s or VestedFormer Member’s Benefit Payment Date occurs shall be made on the basis of theaverage of the annual yields of the AA-AAA Rated/10+ Years Component of the Merrill Lynch U.S. Corporate MasterIndex at the end of each of the months immediately preceding the month in whichoccurs such Member’s or Vested Former Member’s Benefit Payment Date and shallbe credited as of such Member’s or Vested Former Member’s Benefit Payment Date.Investment Credits will cease to be credited after the Member’s orVested Former Member’s Benefit Payment Date.

 

16

----

 

3.2           Time and Form of Payment.

 

(a)           An employeemay elect, on forms to be provided by the Plan Administrator, the BenefitPayment Date of any Retirement Benefit to which the Member may become entitledunder the Plan.  The Member may elect anyage or date at which the Member’s Retirement Benefit shall be paid followingthe Member’s Retirement. The form of payment, however, shall be a lump sum. Theelection must be filed with the Plan Administrator on such form or forms as thePlan Administrator may require within 30 days after the Member’s commencementof participation in order to be effective; provided, however, that if theMember is a participant in another account balance plan, within the meaningprovided in Regulations Section 1.409A-1(c)(2)(B), that is required to beaggregated with this Plan, such election must be made before the Member’scommencement of participation in this Plan. Notwithstanding the foregoing, a Member shall be permitted to make theelection described in this Section 3.2(a) if the election is filedwith the Plan Administrator on or before December 31, 2008 provided that any election filed in2007 may apply only to amounts that would not otherwise be payable in 2007 andmay not cause an amount to be paid in 2007 that would not otherwise be payablein 2007 and any election filed in 2008 may apply only to amounts that would nototherwise be payable in 2008 and may not cause an amount to be paid in 2008that would not otherwise be payable in 2008.

 

17

----

 

(b)           In theabsence of an effective Benefit Payment Date election under Section 3.2(a),a Member shall be deemed to have elected that the Member’s Retirement Benefit shall be paid in a lump sumon the first day of the calendar month next following the calendar month inwhich the Member’s Retirement occurs.

 

(c)           Anything inthis Plan to the contrary notwithstanding, payment to any Specified Employee upon Separation fromService shall not be made before the date that is six months after the date ofSeparation from Service (or, if earlier, the date of death of such SpecifiedEmployee). The six-month delay in payment described herein shall not apply,however, to any payment made under the circumstances described in Section 3.2(e).  The Retirement Account of a Member or VestedFormer Member who is a Specified Employee which is subject to the six-monthdelay in payment described in this Section 3.2(c) shall continue tobe credited with Investment Credits as provided in Section 3.1(d) followingsuch Separation from Service until such Member’s or Vested Former Member’sBenefit Payment Date, but not Retirement Credits.

 

(d)           AParticipant who has made or been deemed to make a Benefit Payment Date electionunder Section 3.2(a) or (b) (“initial election”) may make onesubsequent election, on forms to be provided by the Plan Administrator, todelay the time of payment of the Member’s Retirement Benefit under thefollowing conditions:

 

18

----

 

(i)            Any subsequentelection must be filed with the Plan Administrator at least 12 months prior toearliest date on which the Retirement Benefit could be payable pursuant to theMember’s initial election, and shall not be effective before the first anniversaryof the date on which such election is filed with the Plan Administrator.

 

(ii)           The Benefit PaymentDate must be deferred by not less than five years from the date on which theMember’s Retirement Benefit would have been paid under the Member’s initialelection.

 

(e)           Theprovisions of Sections 3.2(a) through (d) to the contrarynotwithstanding, a payment to or on behalf of a Member or Vested Former Membershall be accelerated under each of the following circumstances:

 

(i)            ifpayment is required to be made to an individual other than the Member or VestedFormer Member to fulfill a domestic relations order as defined in Section 414(p)(1)(B) ofthe Code;

 

(ii)           to theextent that payment is reasonably necessary to avoid the violation of anapplicable Federal, state, local or foreign ethics law or conflicts of interestlaw as provided in Regulations Section 1.409A-3(j)(4)(iii); or

 

(iii)          ifall or a portion of the Retirement Benefit payable to a Member, Vested FormerMember or Designated Beneficiary constitutes taxable income to such Member,Vested Former Member or 

 

19

----

 

Designated Beneficiary for any taxable year that is prior to thetaxable year in which such Retirement Benefit is to be paid to such Member,Vested Former Member or Designated Beneficiary as a result of the Plan’sfailure to comply with the requirements of Section 409A of the Code andthe Regulations thereunder, the Retirement Benefit shall be immediately paid tosuch Member, Vested Former Member or Designated Beneficiary to the extent thatsuch Retirement Benefit is required to be included in income.  As provided in Section 6.8, the Companyshall reimburse such Member, Vested Former Member or Designated Beneficiary ona fully grossed-up and after-tax basis for any tax penalty or interest payablein connection with such income inclusion (so that the recipient of such reimbursement is heldeconomically harmless).

 

(f)            Theprovisions of Sections 3.2(a) through (d) to the contrarynotwithstanding, a payment to a Member or Vested Former Member (or his or herDesignated Beneficiary) may be delayed to a date after the designated BenefitPayment Date if calculation of the amount of the payment is notadministratively practicable due to events beyond the control of the Member orVested Former Member (or his or her Designated Beneficiary) and such delay isfor reasons that are commercially reasonable, provided that payment is made assoon as payment is administratively practicable.  Investment Credits under Section 3.1(d) will continue tobe credited to the Member’s or Vested Former 

 

20

----

 

Member’s Retirement Account during the period of any such delay untilsuch Member’s or Vested Former Member’s Benefit Payment Date.

 

3.3           Nonpayment of Benefits. Subject to Section 3.6 hereof, no benefits shall be paid to aMember, Vested Former Member or Designated Beneficiary if the Member or VestedFormer Member has:

 

(a)           become a stockholder (unless suchstock is listed on a national securities exchange or traded on a daily basis inthe over-the-counter market and the Member’s or Vested Former Member’sownership interest is not in excess of 2% of the company whose shares are beingpurchased), employee, officer, director or consultant of or to a company, or amember or an employee of or a consultant to a partnership or any other businessor firm, which competes with any of the businesses identified in the Company’sEmployee Protection Plan, or such Member or Vested Former Member accepts anyform of compensation from such competing entity;

 

(b)           been discharged from employment withthe Company or any Affiliated Employer for Cause;

 

(c)           failed to retain in confidence anyand all confidential information concerning the Company or any AffiliatedEmployer and its respective business which was known or became known to theMember or Vested Former Member, except as otherwise required by law and exceptinformation (i) ascertainable or obtained from public information, (ii) receivedby the Member or Vested Former Member at any time after the

 

21

----

 

Member’s or Vested Former Member’sSeparation from Service, from a third party not employed by or otherwiseaffiliated with the Company or any Affiliated Employer, or (iii) which wasor became known to the public by any means other than a breach of this Section 3.3;or

 

(d)           made disparaging comments about theCompany or any Affiliated Employer in any communications, written or oral, withany individual, company, government body or agency or any other entitywhatsoever.  For purposes hereof, “disparage”shall mean any communication, including, but not limited to, any statements,actions or insinuations, made either directly or through a third party, thatwould tend to lessen the standing or stature of the Company or any AffiliatedEmployer in the eyes of a customer, a prospective customer, a shareholder or aprospective shareholder.

 

3.4           Notification of Nonpayment ofBenefits.  Subject to Section 3.6 hereof, in anycase described in Section 3.3, the Member, Vested Former Member orDesignated Beneficiary shall be given prior written notice that no benefitswill be paid to such Member, Vested Former Member or Designated Beneficiary andshall be provided an opportunity to be heard prior to any such nonpayment ofbenefits.  Such written notice shallspecify the particular act(s), or failures to act, and the basis on which thedecision not to pay his or her benefits has been made.

 

22

----

 

3.5           Repayment of Benefits. Subject to Section 3.6hereof, a Member or Vested Former Member who is paid his or her RetirementBenefit, shall receive such Retirement Benefit subject to the condition that ifsuch Member or Vested Former Member engages in any of the acts described in Section 3.3,then such Member or Vested Former Member shall, within 60 days after writtennotice by the Company specifying the particular act(s), or failures to act, andthe basis on which the decision to recover such Retirement Benefit has beenmade, repay to the Company the entire amount of the Retirement Benefitpreviously paid to such Member or Vested Former Member.

 

3.6           Change in Control.

 

Anything in this Plan to the contrary notwithstanding:

 

(a)           Any Member whose employment with theCompany or an Affiliated Employer is involuntarily terminated by the Company oran Affiliated Employer at or within five years following a Change in Controlfor a reason other than Cause or whose employment is voluntarily terminated bythe Member with Good Reason at or within five years following a Change inControl shall be deemed to have completed five years of Service for purposes ofdetermining such Member’s entitlement to his or her Retirement Benefit.

 

(b)           Any Member whose employment with theCompany or an Affiliated Employer is involuntarily terminated by the Company oran Affiliated 

 

23

----

 

Employer at or within two years following a Change inControl for a reason other than Cause or whose employment is voluntarilyterminated by the Member with Good Reason at or within two years following aChange in Control shall be credited with Retirement Credits at such Member’sBasic Rate and Retirement Credits at such Member’s Past Service ContributionsRate, determined:

 

(i)            on the basis of the Member’s annualbase salary in effect immediately prior to the Member’s Separation from Serviceplus the greater of the Member’s annual target bonus for the year in which theSeparation from Service occurs or, if no such target bonus has yet beendetermined for such year, the annual bonus actually earned in the yearimmediately preceding the year in which the Separation from Service occurs; and

 

(ii)           for the period with respect to whichsuch Member is entitled to severance benefits under the Employee ProtectionPlan or under an employment, change in control, separation or other agreementbetween the Member and the Company, whichever shall apply to such Member andregardless of whether such severance benefits are denominated as such or arepayable in installments over such period or in a lump sum;

 

provided, however, that the cumulative Past ServiceContributions credited to a Member’s Account under Section 3.1(c) andunder this 

 

24

----

 

Section 3.6(b) shall not exceed the Past ServiceContributions that would have been credited to such Member’s Account under Section 3.1(c) hadsuch Member participated in the Plan for ten calendar years.  Such Retirement Credits shall be credited assoon as practicable following the Member’s Separation from Service rather thanat the end of the calendar year and in no event later than the Member’s BenefitPayment Date. Payment of the Member’s Retirement Benefit shall be made at thetime and in the form provided in Section 3.2.

 

(c)           In the event of a Potential Changein Control or Change in Control, the Company shall, not later than 15 daysthereafter, have established one or more so-called “rabbi” trusts and shalldeposit therein cash in an amount sufficient to provide for full payment of allpotential benefits payable under the Plan at or following a Change in Control;provided, however, that no such deposit shall be made if it would cause aviolation of the funding limitations of Section 409A(b)(3) of theCode.  Such rabbi trust(s) shall beirrevocable and shall provide that the Company may not, directly or indirectly,use or recover any assets of the trust(s) until such time as allobligations which potentially could arise hereunder have been settled and paidin full, subject only to the claims of creditors of the Company in the event ofinsolvency or bankruptcy of the Company; provided, however, that if no Changein Control has occurred within two years after such Potential Change inControl, such rabbi trust(s) shall at the end of such 

 

25

----

 

two-year period become revocable and may thereafter berevoked by the Company.

 

(d)           The provisions of Sections 3.3through 3.5 shall be of no force or effect with respect to any Member whoseemployment with the Company or an Affiliated Employer is involuntarilyterminated by the Company or an Affiliated Employer at or within two yearsfollowing a Change in Control for a reason other than Cause or whose employmentis voluntarily terminated by the Member with Good Reason at or within two yearsfollowing a Change in Control.

 

**SECTION 4- DEATH BENEFITS**

** **

4.1           Death Prior to Benefit Payment Date. Upon the death of a Member or Vested Former Member, prior to his or herBenefit Payment Date, any such Member shall be deemed to have completed fiveyears of Service for purposes of determining his or her entitlement to aRetirement Benefit under Section 3.1(a) and such Member’s or VestedFormer Member’s Designated Beneficiary will be entitled to receive 100% of theRetirement Benefit that would have been provided from the Plan had the Memberor Vested Member had a Separation from Service on the date of death, payable ina lump on the first day of the month next following the month in which suchMember’s or Vested Former Member’s death occurred.

 

26

----

 

4.2           Death On or After Benefit PaymentDate. No additionalbenefit shall be payable to the Designated Beneficiary of a Member or VestedFormer Member who was previously paid his or her Retirement Benefit.

 

**SECTION 5 - PLAN ADMINISTRATOR**

 

5.1           Duties and Authority. The Plan Administrator shall be responsible for the administration ofthe Plan and may delegate to any management committee, employee, director oragent its responsibility to perform any act hereunder, including, withoutlimitation, those matters involving the exercise of discretion; provided, thatsuch delegation shall be subject to revocation at any time at the PlanAdministrator’s discretion.  The PlanAdministrator shall have the sole discretion to determine all questions arisingin connection with the Plan, to interpret the provisions of the Plan and toconstrue all of its terms, to adopt, amend, and rescind rules andregulations for the administration of the Plan, and generally to conduct andadminister the Plan and to make all determinations in connection with the Planas may be necessary or advisable.  Allsuch actions of the Plan Administrator shall be conclusive and binding upon allMembers, Former Members, Vested Former Members, Designated Beneficiaries andother persons.

 

5.2           Presentation of Claims.  Claims for benefits shall be filed in writingwith the Plan Administrator.  Written orelectronic notice of the disposition of a

 

27

----

 

claim shall be furnished to the claimant within 90 days after the claimis filed (or within 180 days if special circumstances require an extension oftime for processing the claim and if notice of such extension and circumstancesis provided to the claimant within the initial 90-day period.)

 

5.3           Claims Denial Notification.  If a claim is wholly or partially denied, thePlan Administrator shall furnish to the claimant a written notice setting forthin a manner calculated to be understood by the claimant:

 

(a)           the specific reason(s) for denial;

 

(b)           specificreference(s) to pertinent Plan provisions on which any denial isbased;

 

(c)           a description of any additional material orinformation necessary for the claimant to perfect the claim, and an explanationof why such material or information is necessary;

 

(d)           an explanation of the Plan’s claims reviewprocedures and the applicable time limits for such procedures; and

 

(e)           a statementthat the claimant has a right to bring a civil action under Section 502(a) ofERISA following an adverse determination on review.

 

5.4           ClaimsReview Procedure.  Upon a denial, theclaimant is entitled (either in person or by his duly authorized representative)to:

 

28

----

 

(a)                                  request a subsequent review of the claim by thePlan Administrator upon written application for review made to the PlanAdministrator.  In the case of a denialas to which written notice of denial has been given to the claimant, any suchrequest for review of the claim must be made within 60 days after receipt bythe claimant of such notice.  A claimantmust submit a written application for review before the claimant is permittedto bring a civil action for benefits;

 

(b)                                 review pertinent documents relating to thedenial; and

 

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

 

5.5                                 Timing.  The Plan Administrator shall make itsdecision and notify the claimant with respect to a claim not later than 60 daysafter receipt of the request.  Such60-day period may be extended for another period of 60 days if the PlanAdministrator finds that special circumstances require an extension of time forprocessing and notice of the extension and special circumstances is provided tothe claimant within the initial 60-day period.

 

5.6                                 FinalDecision.  The claim for review shallbe given a full and fair review that takes into account all comments,documents, records and other information submitted that relates to the claim,without regard to whether such information was submitted or considered in theinitial benefit determination.  The PlanAdministrator shall provide the claimant with 

 

29

----

 

written or electronic notice of the decision in a manner calculated tobe understood by the claimant.  Thenotice shall include specific reasons for the decision, specific references tothe pertinent Plan provisions on which the decision is based, a statement thatthe claimant has a right to bring a civil action under Section 502(a) ofERISA, and a statement that the claimant is entitled to receive, upon requestand free of charge, reasonable access to and copies of all documents, recordsand other information relevant to the claim. A document is relevant to the claim if it was relied upon in making thedetermination, was submitted, considered or generated in the course of makingthe determination or demonstrates that benefit determinations are made inaccordance with the Plan and that Plan provisions have been appliedconsistently with respect to similarly situated claimants.

 

 5.7                              DelayedPayments.  If the Plan Administratorshall approve the payment of a claim for benefits filed in accordance with theclaims procedures set forth hereinabove, Investment Credits under Section 3.1(d) willcontinue to be credited to the Member’s or Vested Former Member’s RetirementAccount during the period of any delay in payment pending the resolution ofsuch claim.

 

30

----

 

**SECTION 6- MISCELLANEOUS**

 

 6.1                              Amendment;Suspension.  The Board, may, in its sole discretionsuspend or amend this Plan at any time or from time to time, in whole or inpart and the Employee Benefits Committee of the Company may amend the Plan withoutthe approval of the Board with respect to amendments that such Committeedetermines do not have a significant effect on the cost of the Plan; provided,however, that no such suspension or amendment of the Plan may (a) adverselyaffect a Member’s or Vested Former Member’s benefit under the Plan to which heor she has become entitled in accordance with the Plan as in effect on the dateimmediately preceding the date of such suspension or amendment, or (b) adverselyaffect a Member’s or Vested Former Member’s right or the right of a DesignatedBeneficiary to receive a benefit in accordance with the Plan as in effect onthe date immediately preceding the date of such suspension or amendment, or (c) causeany payment that a Member, Vested Former Member or Designated Beneficiary isentitled to receive under this Plan to become subject to an income tax penaltyor interest payable under Section 409A of the Code. Notwithstanding the foregoing, in the event of any suspension oramendment of the Plan at or within five years following a Change in Controlwhich has the effect of suspending or reducing the Retirement Credits and/orInvestment Credits payable in accordance with Sections 3.1(c) and (d) ofthe Plan or in the event of the removal of a Member from 

 

31

----

 

participation in the Plan pursuant to Section 2.2 within fiveyears following a Change in Control, all Members in the Plan affected by suchsuspension or amendment or removal shall be deemed to have completed five yearsof Service as of the date of such suspension or amendment or removal forpurposes of determining such Members’ entitlement to their Retirement Benefitsunder this Plan and in the event that such suspension or amendment or removaloccurs with two years following a Change in Control, all such Members shall beentitled to Retirement Credits at their Basic Rate and Retirement Credits attheir Past Service Contributions Rate, determined:

 

(i)              on the basis of the Member’sannual base salary in effect immediately prior to the effective date of thesuspension or amendment or removal, as the case may be, plus the greater of theMember’s annual target bonus for the year in which such suspension or amendmentor removal is effective or, if no such target bonus has yet been determined forsuch year, the annual bonus actually earned in the year immediately precedingthe year in which such suspension or amendment or removal is effective; and

 

(ii)             for the period with respect towhich such Member would be entitled to severance benefits under the EmployeeProtection Plan or under an employment, change in control, separation or otheragreement between the Member and the Company, whichever shall apply to suchMember, if such Member had a Separation from Service in the year in which suchsuspension or amendment or removal is effective, regardless of whether 

 

32

----

 

such severancebenefits would be denominated as such or would be payable in installments oversuch period or in a lump sum;

 

provided, however,that the cumulative Past Service Contributions credited to a Member’s Accountunder Section 3.1(c) and under this Section 6.1 shall not exceedthe Past Service Contributions that would have been credited to such Member’sAccount under Section 3.1(c) had such Member participated in the Planfor ten calendar years.  Such RetirementCredits shall be credited prior to such suspension or amendment or removal.Payment of the Member’s Retirement Benefit shall be made at the time and in theform provided in Section 3.2.

 

 6.2                              Termination. This Plan may be terminatedand lump sum distributions made to Members, Vested Former Members (or theirDesignated Beneficiaries) of their Retirement Accounts hereunder only inaccordance with one of the following methods:

 

(a)               withintwelve months of a dissolution of the Company taxed under Section 331 ofthe Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1(A),provided that Members’ or Vested Former Members’ Retirement Benefits areincluded in their gross incomes in the latest of :  (i) the calendar year in which the Plantermination and liquidation occurs; or (ii) the first calendar year inwhich the payment is administratively practicable;

 

33

----

 

(b)         within the thirty days preceding or thetwelve months following a change in control as defined in Regulations Section 1.409A-2(g)(4)(i),provided that all agreements, methods, programs, and other arrangementssponsored by the service recipient, as defined in Regulations Section 1.409A-1(g),immediately after the time of the change in control event with respect to whichdeferrals of compensation are treated as having been deferred under a singleplan under Regulations Section 1.409A-1(c)(2) are terminated andliquidated with respect to each participant who experienced the change incontrol event, so that under the terms of the termination and liquidation allsuch participants are required to receive all amounts of compensation deferredunder the terminated agreements, methods, programs, and other arrangementswithin twelve months of the date the service recipient irrevocably takes allnecessary action to terminate and liquidate the agreements, methods, programs,and other arrangements, provided that the service recipient with the discretionto liquidate and terminate the agreements, methods, programs, and otherarrangements is the service recipient that is primarily liable immediatelyafter the transaction for the payment of the deferred compensation;

 

(c)                                  (i) the termination andliquidation does not occur proximate to a downturn in the financial health ofthe Company; (ii) all arrangements sponsored by the Company that would beaggregated with any terminated arrangement under Regulations Section 1.409A-1(c) ifthe same Member or Vested Former Member participated in all of the arrangementsare terminated; (iii) no payments other than payments 

 

34

----

 

that would be payable under the terms of the arrangementsif the termination had not occurred are made within twelve months of the datethe Company takes all necessary action to irrevocably terminate and liquidatethe arrangements; (iv) all payments are made within twenty-four months ofthe date the Company takes all necessary action to irrevocably terminate andliquidate the arrangements; and (v) the Company does not adopt a newarrangement that would be aggregated with any terminated arrangement underRegulations Section 1.409A-1(c) if the same Member or Vested FormerMember participated in both arrangements, at any time within three yearsfollowing the date the Company takes all necessary action to irrevocablyterminate and liquidate the arrangements; or

 

 (d)                   such other events and conditions asthe Internal Revenue Service may prescribe.

 

Anything in this Section 6.2 to the contrarynotwithstanding, no such termination of the Plan may (i) adversely affecta Member’s or Vested Former Member’s benefit under the Plan to which he or shehas become entitled in accordance with the Plan as in effect on the dateimmediately preceding the date of such termination, or (ii) adverselyaffect a Member’s or Vested Former Member’s right or the right of a DesignatedBeneficiary to receive a benefit in accordance with the Plan as in effect onthe date immediately preceding the date of such termination, or (iii) causeany payment that a Member, Vested Former Member or Designated Beneficiary 

 

35

----

 

is entitled to receive under this Plan to become subjectto an income tax penalty or interest payable under Section 409A of theCode.  Notwithstanding the foregoing, inthe event of any termination of the Plan at or within five years following aChange in Control, all Members in the Plan shall be deemed to have completedfive years of Service as of the date of such termination for purposes ofdetermining such Members’ entitlement to their Retirement Benefits under thisPlan and in the event of termination of the Plan at or withing two yearsfollowing a Change in Control all such Members shall be entitled to RetirementCredits at their Basic Rate and Retirement Credits at their Past ServiceContributions Rate, determined:

 

(A)      onthe basis of the Member’s annual base salary in effect immediately prior to theeffective date of such termination of the Plan plus the greater of the Member’sannual target bonus for the year in which the termination is effective or, ifno such target bonus has yet been determined for such year, the annual bonusactually earned in the year immediately preceding the year in which thetermination is effective; and

 

(B)       forthe period with respect to which such Member would be entitled to severancebenefits under the Employee Protection Plan or under an employment, change incontrol, separation or other agreement between the Member and the Company,whichever shall apply to such Member, if such Member had a Separation fromService in the year in which such termination is effective, regardless ofwhether such severance benefits 

 

36

----

 

would be denominated as such or would be payable in installmentsover such period or in a lump sum;

 

provided, however, that the cumulative Past ServiceContributions credited to a Member’s Account under Section 3.1(c) andunder this Section 6.2 shall not exceed the Past Service Contributionsthat would have been credited to such Member’s Account under Section 3.1(c) hadsuch Member participated in the Plan for ten calendar years.  Such Retirement Credits shall be creditedprior to such termination of the Plan. Payment of the Member’s RetirementBenefit shall be made at the time and in the form provided in Section 3.2.

 

 6.3          No Employment Rights. Nothing contained herein will confer upon any Member, Former Member orVested Former Member the right to be retained in the service of the Company orany Affiliated Employer, nor will it interfere with the right of the Company orany Affiliated Employer to discharge or otherwise deal with Members, FormerMembers or Vested Former Members with respect to matters of employment.

 

 6.4          Unfunded Status. Members and Vested Former Members shall have the status of generalunsecured creditors of the Company, and this Plan constitutes a mere promise bythe 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 purposesand for purposes of Title I of ERISA and any trust created by the Company andany assets held by such trust to 

 

37

----

 

assist the Company in meeting itsobligations under the Plan shall meet the requirements necessary to retain suchunfunded status.

 

 6.5                              Arbitration. Any dispute or controversy arising under or in connection with the Planshall be settled exclusively by arbitration in Fairfield, Connecticut inaccordance with the rules of the American Arbitration Association ineffect at the time of such arbitration. The Company shall promptly pay or reimburse on a fully grossed-up andafter-tax basis (so that the recipient of such reimbursement is heldeconomically harmless) all reasonable costs and expenses (including fees anddisbursements of counsel and pension experts) incurred to assert rights underthis Plan for so long as such rights may exist or in any proceeding inconnection therewith brought by a Member, Vested Former Member or DesignatedBeneficiary, whether or not such Member, Vested Former Member or DesignatedBeneficiary is ultimately successful in enforcing such rights or in suchproceeding; provided, however, that no reimbursement shall be owed with respectto expenses relating to any unsuccessful assertion of rights or proceeding ifand to the extent that such assertion or proceeding was initiated or maintainedin bad faith or was frivolous as determined by the arbitrators or a courthaving jurisdiction over the matter.  Theamount of expense eligible for reimbursement in any one taxable year of theMember, Vested Former Member or Designated Beneficiary shall not affect theamount of expense eligible for reimbursement in any other taxable year of theMember, Vested Former Member or Designated Beneficiary.  The reimbursement of 

 

38

----

 

expenses shall be made each calendarquarter and not later than the last day of the taxable year of the Member,Vested Former Member or Designated Beneficiary in which the expense wasincurred.  The right to reimbursement ofany expense under this Section 6.5 shall not be subject to liquidation orexchange for another benefit.

 

 6.6                              NoAlienation.  Except as otherwise provided in Section 3.2(e)(i),a Member’s or Vested Former Member’s right to benefit payments under the Planshall not be subject in any manner to anticipation, alienation, sale, transfer,assignment, pledge, encumbrance, attachment or garnishment by creditors of suchMember or Vested Former Member or his or her Designated Beneficiary.

 

 6.7                              Withholding. The Company may withhold from any benefit under the Plan an amountsufficient to satisfy its tax withholding obligations.

 

 6.8                              GoverningLaw.  The Plan shall be governed by and construedin accordance with the laws of the State of Connecticut applicable to contractsmade and to be performed in such state to the extent not preempted by federallaw. Anything in this Plan to the contrary notwithstanding, the terms of thisPlan shall be interpreted and applied in a manner consistent with therequirements of Section 409A of the Code and the Regulations thereunder soas not to subject any Member, Vested Former Member or Designated Beneficiary tothe payment of any tax penalty or interest which may be imposed by Section 409Aof the Code and the Company shall have 

 

39

----

 

no right to accelerate or make anypayment under this Plan except to the extent such action would not subject anyMember, Vested Former Member or Designated Beneficiary to the payment of anytax penalty or interest under Section 409A of the Code. If a Member,Vested Former Member or  DesignatedBeneficiary becomes subject to any tax penalty or interest under Section 409Aof the Code by reason of his or her participation in this Plan, the Companyshall reimburse such Member, Vested Former Member or Designated Beneficiary, asthe case may be, on a fully grossed-up and after-tax basis for any such taxpenalty or interest (so that the recipient of such reimbursement is heldeconomically harmless) ten business days prior to the date such tax penalty orinterest is due and payable by such Member, Vested Former Member or DesignatedBeneficiary to the government.

 

 6.9                              Successors. The Company shall require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all ofthe business and/or assets of the Company to expressly assume and agree toperform the obligations of the Company under this Plan in the same manner andto the same extent that the Company would have been required to perform suchobligations if no such succession had taken place and such assumption shall bean express condition to the consummation of any such purchase, merger,consolidation or other transaction.

 

 6.10                        Integration. In the event of any conflict or ambiguity between this Plan and theterms of any employment agreement between a Member or Vested 

 

40

----

 

Former Member and the Company or anyChange in Control Agreement between a Member or Vested Former Member and theCompany (this Plan and any such employment agreement or Change in ControlAgreement being collectively referred to herein as the “arrangements”), such conflictor ambiguity shall be resolved in accordance with the terms of that arrangementwhich are most beneficial to the Member or Vested Former Member; provided,however, that no such resolution of any such conflict or ambiguity shalloperate to cause the Member or Vested Former Member to receive duplicatepayments or benefits under the arrangements.

 

 
|   | IMS Health Incorporated                   |
|--------|-------------------------------------------|
|   |                                      |
|   |                                      |
|   | By:                                       |   |
|   |                                      |
|   | Senior Vice President,  Human Resources,  |
|   | on behalf of the IMS  Health Incorporated |
|   | Employee Benefits  Committee              |
|   |                                      |
|   | Date:                                     |   |
|        |                                           |  |  |

 

41

----

 

**Appendix A**

 

Defined terms used inthis Appendix A shall have the meanings ascribed to them in the Plan. Except as may be otherwise setforth in an individualized written agreement between the Company and a Memberas approved by the Committee, the Basic Rate and Past Service ContributionsRate for any Member shall be determined in accordance with the table set forthbelow based on such Member’s Entry Age and Past Service.  For purposes of calculating any Basic Rate or Past ServiceContributions Rate, an interpolated percentage shall be used to determine therate for any Member whose Entry Age and/or Past Service is between thoseprovided in the following table:

 
| ** ** | ** ** | ** ** | ** ** | Past Service Contributions Rate For First 10 Years  Of Participation | ** ** |
|------------|------------|------------|------------|----------------------------------------------------------------------|------------|

 
| **Entry  Age** | ** ** | **Basic  Rate** | ** ** | **1 Year  Past  Service** | ** ** | **3 Years  Past  Service** | ** ** | **5 Years  Past  Service** | ** ** | **10 Years  Past  Service** | ** ** | **15 Years  Past  Service** | ** ** | **20 Years  Past  Service** | ** ** |
|----------------|------------|-----------------|------------|--------------------------------|------------|---------------------------------|------------|---------------------------------|------------|----------------------------------|------------|----------------------------------|------------|----------------------------------|------------|
| 40             |       | 11.9            | %          | 1.0                            | %          | 3.2                             | %          | 7.4                             | %          | 4.9                              | %          | 4.9                              | %          | 4.9                              | %          |
| 45             |       | 12.4            | %          | 1.1                            | %          | 3.5                             | %          | 5.8                             | %          | 13.9                             | %          | 13.9                             | %          | 13.9                             | %          |
| 50             |       | 12.9            | %          | 1.3                            | %          | 3.8                             | %          | 6.3                             | %          | 12.5                             | %          | 24.1                             | %          | 24.1                             | %          |
| 55             |       | 12.0            | %          | 1.6                            | %          | 4.8                             | %          | 6.9                             | %          | 12.3                             | %          | 21.7                             | %          | 21.7                             | %          |

 

For example, a Memberwhose Entry Age is 50 and whose Past Service is 3 years, would have: (1) aBasic Rate of 12.9%; plus (2) a Past Service Contributions Rate of 3.8%for the first 10 years of such Member’s participation in the Plan.

 

42

----

 

**Appendix B**

**Service Counting Rules**

 

(a)           A Member or VestedFormer Member shall be credited with Service equal to the total of (i) hisor her Period(s) of Service with the Company or an Affiliated Employer and(ii) any Period(s) of Severance that are less than twelve (12)months.  Service shall be computed in1/12ths of a year, with a full month being granted for each completed orpartial calendar month.  Notwithstandingthe foregoing, no month which is included in a Period of Service shall beincluded in a Period of Severance of less than twelve months for the purpose ofdetermining Service.

 

(b)           A Member or VestedFormer Member shall be credited with Service for Periods of Service completedas an employee of D&B or Cognizant; provided, however, that any such Memberor Vested Former Member who was not vested in his or her benefit under theD&B Plan or the Cognizant Plan shall not be credited with Service forPeriods of Service completed as an employee of D&B or Cognizant if suchEmployee incurred a Break in Service prior to his or her employment by theCompany or an Affiliated Employer.

 

(c)           For purposes ofsections (a) and (b) of this Appendix B, the following definitionsshall apply:

 

“Break in Service”shall mean a Period of Severance that exceeds five years.

 

“Cognizant”shall mean Cognizant Corporation.

 

“CognizantPlan” shall mean the Cognizant Retirement Plan.

 

“D&B”shall mean The Dun & Bradstreet Corporation.

 

“D&BPlan” shall mean the Master Retirement Plan of The Dun &Bradstreet Corporation.

 

“Employment Commencement Date” shall mean the date onwhich a Member or Vested Former Member is first credited with an Hour ofService.

 

“Hourof Service”  — A Member orVested Former Member shall be credited with an Hour of Service for:

 

(i) Each hourfor which a person is directly or indirectly paid, or entitled to payment, bythe Company or an Affiliated Employer for the performance of duties.

 

(ii)  Eachhour for which a person is directly or indirectly paid, or entitled to payment,by the Company or an Affiliated Employer for reasons other than for 

 

43

----

 

the performance of duties(such as vacation, holiday, illness, incapacity including disability, juryduty, military duty, leave of absence or layoff).

 

(iii)  Eachhour for which an Employee is not paid or entitled to pay but during which theEmployee is absent for a period of military service for which reemploymentrights are protected by law, but only if the Employee returns to employmentwith the Company or an Affiliated Employer within the time required by law.

 

“Periodof Service” shall mean the period of time commencing on the Member’sor Vested Former Member’s Employment Commencement Date or Re-EmploymentCommencement Date, whichever is applicable, and ending on the Severance Datefollowing such Employment Commencement Date or Re-Employment CommencementDate.  Periods of Service shall becomputed in 1/l2ths of a year, with a full month being granted for eachcompleted or partial month.

 

“Period of Severance” shall mean the period of timecommencing on a Severance Date and ending on the date the Member or VestedFormer Member again performs an Hour of Service for the Company or anAffiliated Employer.

 

“Re-Employment Commencement Date” shall mean the firstdate, following a Period of Severance, that the Member or Vested Former Member againperforms an Hour of Service for the Company or an Affiliated Employer.

 

“SeveranceDate” shall mean the earliest of:

 

(i) the dateon which the Member or Vested Former Member resigns, is discharged or dies; or

 

(ii) the datefollowing a twelve-month period in which the Member or Vested Former Memberremains absent from employment (with or without pay) for any reason other thanmaternity or paternity leave of absence, resignation, discharge or death (suchas vacation, holiday, sickness, disability, leave of absence or layoff); or

 

(iii) thedate following a twenty-four month period in which the Member or Vested FormerMember remains absent from employment (with or without pay) for a maternity orpaternity leave including:

 

(A)          the individual’s pregnancy; or

 

(B)           childbirth; or

 

(C)           adoption of a child; or

 

(D)          child care immediately after the birthor adoption of a child;

 

44

----

 

in the case of aMember or Vested Former Member who is absent from employment beyond the firstanniversary of the first day of absence by reason of maternity or paternityleave; provided, however the period between the first and second anniversarywill be treated as neither a Period of Severance nor a Period of Service.

 

45

----